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EXHIBIT 9.1
VOTING TRUST AGREEMENT
AGREEMENT dated as of the 18th day of March, 1999, between such
holders of the Class B Common Stock, par value $.01 per share ("Class B Common
Stock"), of PULITZER INC., a Delaware corporation (hereinafter called the
"Company"), as may become parties to this agreement in the manner hereinafter
provided, (all hereinafter referred to as the "Depositing Stockholders"), and
XXXX X. XXXXXXXX (Editor - St. Louis Post-Dispatch), XXXXX X. XXXXX, XXXXX XXXX
PULITZER, XXXXXXX X. XXXXXXXX (Chairman of the Board of the Company), XXXXXX X.
XXXXXXX (Senior Vice President-Finance of the Company) and XXXXXX X. XXXXXXXXX
(President and Chief Executive Officer of the Company), or their successors
(hereinafter referred to as the "Trustees").
W I T N E S S E T H :
WHEREAS, the Depositing Stockholders deem it for the best interests of
the Company and its stockholders that the Depositing Stockholders act together
to secure continuity of policy and stability of management in the affairs of the
Company and to these ends they propose to place their shares of Class B Common
Stock in the hands of the persons who are now and will be responsible for the
success of the Company to be voted and held by them as trustees for the
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Depositing Stockholders. The Trustees, in connection with the exercise of their
judgment in determining what is in the best interest of the Company and its
stockholders, shall give due consideration to the effect of their actions on the
editorial and publishing integrity and the character and quality of the
Company's newspaper and other operations, and all other relevant factors,
including, without limitation, the social, legal and economic effects on the
employees, customers, suppliers and other affected persons, firms and
corporations and on the communities and geographical areas in which the Company
and its subsidiaries operate or are located and on any of the businesses and
properties of the Company or any of its subsidiaries, as well as such other
factors as the Trustees deem relevant. In addition, the platform of the St.
Louis Post- Dispatch printed daily on the editorial page as the principles of
its founder, Xxxxxx Xxxxxxxx, should be considered by the Trustees in assessing
the public service aspects of journalism. The two preceding sentences are
referred to herein as the "Statement of Policy," which shall guide the Trustees
in the exercise of their judgment as provided in Paragraph 16 below. The shares
of Class B Common Stock deposited hereunder shall be subject to the terms and
conditions of this agreement, and the Trustees are directed to exercise the
powers delegated hereunder guided by the Statement of Policy.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable consideration, receipt of which is
hereby acknowledged, it is agreed between the parties as follows:
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DEPOSIT OF STOCK
1. Each stockholder of the Company who becomes a party hereto by
signing these presents agrees to deposit, or cause to be deposited, with the
Trustees, to be held by them pursuant to the provisions of this agreement, the
certificate or certificates representing the shares of Class B Common Stock of
the Company now or at any time hereafter owned by him or for his benefit, duly
endorsed in blank or to the Trustees, or accompanied by proper instruments of
assignment and transfer duly executed in blank or to the Trustees, and
accompanied by any revenue stamps required for the transfer, which deposit shall
continue for a period from the date of this agreement first above written until
the 18th day of March, 2009 unless sooner terminated as hereinafter provided,
and to accept in lieu thereof a Voting Trust Certificate or Certificates issued
hereunder in the form hereinafter provided.
Any other owner of Class B Common Stock in the Company may at any
time become a party hereto by depositing the certificate or certificates
representing his shares of Class B Common Stock in the Company with the Trustees
in like manner to be held by said Trustees under the terms hereof and by
accepting in lieu thereof a Voting Trust Certificate or Certificates issued
hereunder in the form hereinafter provided, and in consideration of the original
deposit of Class B Common Stock by the present Depositing Stockholders the
Trustees bind themselves and their successors to accept for deposit and to
receive in trust hereunder any additional certificate or certificates of Class B
Common Stock owned by any stockholder whomsoever and to hold any certificate so
deposited in trust under the terms and conditions of this agreement. Such
deposit of any additional certificate or certificates of Class B Common Stock of
the Company and such
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acceptance of any Voting Trust Certificate or Certificates by the owner thereof
shall have the same force and effect as though such owner of Class B Common
Stock had in fact subscribed his name to this agreement.
WITHDRAWAL OF STOCK
2. The Trustees shall not convert into Common Stock, par value $.01
per share ("Common Stock"), of the Company any of the shares of Class B Common
Stock deposited hereunder, except in conjunction with a withdrawal of shares
permitted by subparagraphs (a) or (b) of this Paragraph 2.
(a) A Depositing Stockholder shall be permitted to withdraw,
from time to time, part or all of the Common Stock of the Company into which
Class B Common Stock represented by his Voting Trust Certificate or Certificates
is convertible (but not any Class B Common Stock of the Company) free of the
terms of this agreement, including the Voting Trust Certificate or Certificates
issued hereunder, subject to satisfaction of the following conditions and
compliance with the following procedures:
(1) Any Common Stock so withdrawn shall be withdrawn
solely to the extent that:
A. Such Common Stock is being sold (i) in a
public offering pursuant to a registration statement filed by the
Company and effective under the Securities Act of 1933, as
amended (the "Securities Act"), (ii) pursuant to any other
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transaction that complies with the provisions of Rule 144
promulgated under the Securities Act and is exempt from
registration under the Securities Act, (iii) to an employee
benefit plan established and maintained by the Company or any
wholly-owned subsidiary of the Company or any trustee or
fiduciary with respect to any such plan ("Employee Benefit Plan")
or (iv) to the Company or any wholly-owned subsidiary of the
Company; or
B. Such Common Stock is being transferred (i) to
a charitable organization contributions to which are allowed as
deductions for federal income, estate or gift tax purposes
("Charitable Organization") or (ii) to any charitable trust or
split-interest trust ("Charitable Trust") as described in
Section 4947 of the Internal Revenue Code of 1986, as amended,
and as it may from time to time be further amended (the "Code").
(2) Such Depositing Stockholder shall be deemed to have
instructed, directed and authorized the Trustees to convert a sufficient number
of the Company's Class B Common Stock represented by the Voting Trust
Certificate or Certificates of such Depositing Stockholder into Common Stock of
the Company to the extent necessary to effect such withdrawal, it being
understood that under the Company's Restated Certificate of Incorporation dated
February 5, 1999 and filed on February 5, 1999 in the office of the Secretary of
State of the
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State of Delaware ("Certificate of Incorporation"), the Common Stock so
withdrawn may not thereafter be reconverted into Class B Common Stock of the
Company.
(3) A. Any Depositing Stockholder who shall
request the withdrawal of shares of Common Stock for purposes of
making a sale pursuant to Paragraph 2(a)(1)A. hereof shall, not
less than three (3) New York Stock Exchange business days prior
to the date on which the closing for the sale of the shares of
Common Stock so to be withdrawn and sold is scheduled, deliver to
the Trustees (c/o the Company at the address of the Company's
principal executive offices), with duplicate copies to the
Company, to the Depositary under this agreement and any transfer
agent for the Common Stock appointed by the Company (the
"Transfer Agent"), a Withdrawal Request substantially in the form
prescribed on Exhibit A attached hereto, and, simultaneously with
the delivery of such Withdrawal Request or as soon thereafter as
practicable (but not less than 48 hours prior to the date of such
closing), such Depositing Stockholder (together with the
underwriters for such sale, or their representatives, if any)
shall furnish to the Trustees (c/o the Company at the address of
the Company's principal executive offices), with duplicate copies
to the Company, the Depositary and the Transfer Agent, an
Instruction Request, substantially in the form prescribed on
Exhibit B attached hereto, setting forth the denominations in
which certificates for the shares of Common Stock so
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sold are to be delivered at such closing and the names in which
such certificates are to be registered.
B. Any Depositing Stockholder who shall request
the withdrawal of shares of Common Stock for the purpose of
making a transfer to a Charitable Organization or a Charitable
Trust pursuant to Paragraph 2(a)(1)B. hereof shall, not less than
three (3) New York Stock Exchange business days prior to the date
on which the transfer of the shares of Common Stock is to be
made, deliver to the Trustees (c/o the Company at the address of
the Company's principal executive offices), with duplicate copies
to the Company, to the Depositary under this agreement and to the
Transfer Agent, a Withdrawal Request, substantially in the form
prescribed on Exhibit A-I attached hereto, setting forth the name
of the transferee Charitable Organization or Charitable Trust,
and, simultaneously with the delivery of such Withdrawal Request
or as soon thereafter as practicable (but not less than 48 hours
prior to the date of such transfer), such Depositing Stockholder
(together with the transferee) shall furnish to the Trustees (c/o
the Company at the address of the Company's principal executive
offices), with duplicate copies to the Company, the Depositary
and the Transfer Agent, an Instruction Request, substantially in
the form prescribed on Exhibit B-I attached hereto, setting forth
the denominations in which certificates for the shares of Common
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Stock to be so transferred are to be delivered and the name(s) in
which such certificates are to be registered, and, in the case of
a transfer to a Charitable Organization, appropriate
documentation, addressed to the Trustees, confirming to the
satisfaction of the Trustees that contributions thereto are
allowed as deductions for federal income, estate or gift tax
purposes, or, in the case of a transfer to a Charitable Trust, an
opinion from counsel for the Charitable Trust, addressed to the
Trustees, confirming that the Charitable Trust is a charitable
trust or split-interest trust as described in Section 4947 of the
Code.
(b) In addition to any withdrawal of shares permitted by
subparagraph (a) above, a Depositing Stockholder shall be permitted to withdraw,
from time to time during the term hereof for any reason, up to an aggregate
number of shares of Common Stock of the Company into which Class B Common Stock
represented by his Voting Trust Certificate or Certificates is convertible (but
not any Class B Common Stock of the Company) free of the terms of this
agreement, including the Voting Trust Certificate or Certificates issued
hereunder, which equals the greater of (i) 150,000 shares of Common Stock or
(ii) ten percent (10%) of the number of shares of Class B Common Stock
originally deposited by such Depositing Stockholder hereunder. Appropriate
adjustment shall be made for stock dividends, stock splits or reverse splits of
the Class B Common Stock. Any Depositing Stockholder who shall request the
withdrawal of shares of Common Stock pursuant to this Paragraph 2(b) shall
deliver to the Trustees (c/o the Company at the Company's principal executive
offices), with duplicate copies to the Company,
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to the Depositary under this agreement and the Transfer Agent, a Withdrawal
Request substantially in the form prescribed on Exhibit C attached hereto, and,
simultaneously with the Withdrawal Request or as soon thereafter as practicable
(but not less than 48 hours prior to the date of such withdrawal), an
Instruction Request, substantially in the form prescribed on Exhibit B-II
attached hereto, setting forth the denominations in which certificates for the
shares of Common Stock to be so withdrawn are to be delivered and the names in
which such certificates are to be registered.
(c) The Trustees and the Depositing Stockholders agree that
in the event of a pledge permitted by Paragraph 5 of this agreement by a
Depositing Stockholder of a Voting Trust Certificate to secure indebtedness due
the pledgee, each of Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx, individually, is
hereby authorized for and on behalf of the Trustees, and is hereby made,
constituted and appointed as their true and lawful agent and attorney-in-fact,
acting separately, for and in the name, place and stead of the Trustees (1) to
examine any pledge agreement or power of attorney executed in connection
therewith and (2) if such documents are substantially in the form of the General
Pledge Agreement ("Pledge Agreement") and Irrevocable Power of Attorney ("Power
of Attorney") attached hereto as Exhibit D or in such other form as the Trustees
may approve (which approval the Trustees shall not unreasonably withhold), to
execute on behalf of the Trustees an Acknowledgement substantially in the form
attached hereto as Exhibit E (the "Acknowledgement"). The Trustees shall have
the power to designate a replacement or replacements for either or both of the
foregoing attorneys-in-fact in their sole discretion. Each of the Secretary for
the Voting Trust and the Voting Trustees, or any of them,
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is hereby authorized to certify to any such pledgee the individual or
individuals who then act as attorneys-in-fact under this Paragraph 2(c) and any
such pledgee shall be entitled to rely on such certification without further
inquiry. The Trustees and the Depositing Stockholders further agree that any
written notice duly delivered by any such pledgee to any individual or
individuals who then act as attorneys-in-fact under this Paragraph 2(c) shall be
deemed to constitute notice to the Trustees for purposes of this agreement.
(d) Each Depositing Stockholder represents, warrants and
agrees that, in the event of the execution of an Acknowledgment with respect to
him pursuant to Paragraph 2(c) above, (i) the obligations of the Trustees, and
the rights of the Depositing Stockholder, under this agreement, including,
without limitation, Paragraphs 3, 7, 8, 9 and 10 hereof, are expressly subject
to the terms of such Acknowledgement and (ii) he shall hold the Trustees and the
person or persons executing the Acknowledgement harmless in connection with any
actions pursuant thereto.
(e) Each Depositing Stockholder agrees that, in the event of a
pledge permitted by Paragraph 5 of this agreement by him or by any other
Depositing Stockholder of a Voting Trust Certificate to secure indebtedness due
the pledgee and until such time as the pledge, or any loan agreement relating to
the pledge, is terminated and any related promissory note of the pledgor is
repaid, he shall not, whether by affirmative vote, consent, acquiescence, waiver
or otherwise, and without one hundred twenty (120) days' prior written notice to
the lender, or the prior written consent of the lender, amend this agreement to
affect adversely the right of the pledgor (i) to pledge his Voting Trust
Certificate or (ii) to convert, or have converted pursuant
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to the pledgor's Power of Attorney, the shares of Class B Common Stock
represented by the pledgor's Voting Trust Certificate into Common Stock of the
Company and withdraw such Common Stock. Each Depositing Stockholder further
acknowledges and agrees that any such lender may rely upon the above
representation, warranty and agreement in making any loan or extending any
credit to a Depositing Stockholder that is secured by a pledge permitted by
Paragraph 5 of this agreement by the Depositing Stockholder of a Voting Trust
Certificate to secure indebtedness due the pledgee.
VOTING TRUST CERTIFICATES
3. All certificates for shares of Class B Common Stock in the
Company at any time delivered to the Trustees hereunder or thereafter acquired
as a result of a distribution of shares of Class B Common Stock as a stock
dividend or otherwise shall be held and disposed of by the Trustees under and
pursuant to the terms and conditions of this agreement. The Trustees, in
exchange for the certificate or certificates so deposited hereunder, will cause
to be issued and delivered to the Depositing Stockholder a Voting Trust
Certificate or Certificates for the appropriate number of shares of Class B
Common Stock substantially in the form prescribed on Exhibit F attached hereto.
4. Subject to the provisions of Paragraph 1 of this agreement, the
Trustees may issue temporary typewritten or printed Voting Trust Certificates
conforming generally to the form prescribed on Exhibit F and may cause the same
to be exchanged for definitive Voting Trust Certificates in substantially said
form when the same are prepared. The Voting Trust Certificates
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may be executed by any one or more of the Trustees on behalf of all said
Trustees. The Trustees, under such rules as they in their discretion may
prescribe with respect to indemnity or otherwise, may provide for the issuance
and delivery of new Voting Trust Certificates in lieu of lost, stolen or
destroyed Voting Trust Certificates or in exchange for mutilated Voting Trust
Certificates.
5. The Voting Trust Certificates shall not be transferred, whether
by sale, assignment, gift, bequest, appointment or otherwise except to a
Permitted Transferee (as that term is defined in the Company's Certificate of
Incorporation) of the Company's Class B Common Stock, and the Voting Trustees
shall not register any transfer except in compliance therewith.
Subject to the foregoing, the Voting Trust Certificates shall be
transferable on the books of the Trustees by the holders of record thereof in
person or by duly authorized attorney, subject to such regulations as may be
established by the Trustees for that purpose, upon surrender thereof at the
office of the Trustees, properly endorsed for transfer, and the Trustees may
treat the holders of record thereof, or when duly endorsed in blank the bearers
thereof, as the owners of Voting Trust Certificates for all purposes whatsoever.
As a condition of making or permitting any transfer or delivery of
stock certificates or Voting Trust Certificates, the trustees may require the
payment of a sum sufficient to pay or reimburse them for any stamp tax or other
governmental charge in connection therewith or any other charge applicable to
such transfer or delivery.
Every transferee of a Voting Trust Certificate or Certificates shall,
by the acceptance thereof, become a party hereto with like force and effect as
though an original party
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hereto and shall be embraced within the meaning of the term "Depositing
Stockholders" wherever used herein.
Notwithstanding anything to the contrary set forth herein, any
Depositing Stockholder may pledge his Voting Trust Certificate and, in
connection therewith, the shares of Class B Common Stock represented thereby to
a pledgee pursuant to a bona fide pledge thereof as collateral security for
indebtedness due to the pledgee, provided that the Voting Trust Certificate and
such underlying shares shall not be transferred to or registered in the name of
the pledgee and shall remain subject to the provisions of this Paragraph 5 and
of Article III(2)(E) of the Company's Certificate of Incorporation. In the event
of foreclosure or other similar action with respect to such collateral by the
pledgee, (i) the pledged Voting Trust Certificate may be transferred only to a
Permitted Transferee of the pledgor or (ii) the Class B Common Stock represented
by such pledged Voting Trust Certificate may be converted into the Common Stock
of the Company, and such Common Stock may be withdrawn, free of the terms of
this agreement, only pursuant to, and in compliance with, Paragraph 2 of this
agreement.
THE DEPOSITARY
6. The Trustees agree to deposit with BNY Trust Company of Missouri
("BNY") of St. Louis, Missouri, as Depositary hereunder, the Class B Common
Stock of the Company transferred in their name; provided, however, that BNY
shall first agree in writing that it will, if requested to do so by any Trustee
or any Depositing Stockholder, enter its appearance in any suit which may
hereafter be brought in the State of Delaware, in which suit the construction,
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interpretation or validity of this Voting Trust Agreement or any portion thereof
shall be an issue. The Trustees may, in their absolute discretion, name a new or
other Depositary to hold said shares and deliver such shares to any such new or
other Depositary. No Depositary hereunder shall incur any liability to any of
the parties hereto or to any assignee of the Voting Trust Certificates except
for failure to exercise ordinary care in the performance of the duties of
Depositary.
Any Depositary acting hereunder shall be entitled to compensation in
such amount as may be fixed from time to time by the Trustees, and shall be
reimbursed for all expenses, including counsel fees and liabilities incurred in
connection with its duties hereunder.
DIVIDENDS
7. The holder of each Voting Trust Certificate shall be entitled
during the life of this Voting Trust, except as hereinafter provided, to receive
from time to time payments equal to the dividends payable in money, if any,
received by the Trustees on a number of shares of Class B Common Stock of the
Company equal to that called for by such Voting Trust Certificate, less such
charges and expenses as are herein authorized to be deducted therefrom and less
any income or other taxes required by law to be deducted therefrom.
The Trustees, instead of themselves receiving and disbursing
dividends, may instruct the Company to pay the amount of any dividends upon the
shares of Class B Common Stock held by such Trustees hereunder to which such
Trustees from time to time become entitled directly to the holders of the
outstanding Voting Trust Certificates after deducting any charges and expenses
authorized herein and any income or other taxes required by law to be deducted
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therefrom. Payments in respect of each such dividend shall be made according to
their respective interests to the holders of outstanding Voting Trust
Certificates registered as such at the close of business on the date fixed by
the Trustees as a record date for the determination of the Voting Trust
Certificate holders entitled to receive payments in respect of such dividends,
or, if the Trustees have not fixed such date, to the holders of outstanding
Voting Trust Certificates registered as such at the close of business on the
date fixed by the Company for the taking of a record to determine those holders
of its Class B Common Stock entitled to receive such dividend; provided,
however, that the Trustees may at any time or from time to time thereafter
instruct the Company to make payment in respect of such dividends to such
Trustees.
At the termination of this Voting Trust, the Trustees shall continue to
hold the Class B Common Stock of the Company represented by any Voting Trust
Certificate or Certificates issued and outstanding under this agreement and any
dividend received on such Class B Common Stock until the surrender of such
Voting Trust Certificate or Certificates by the holder or holders thereof.
8. In case the Trustees shall receive any fully-paid shares of
Class B Common Stock of the Company, as a dividend upon the shares of Class B
Common Stock held by them hereunder, the Trustees shall hold such shares subject
to this agreement and shall issue Voting Trust Certificates, in proportion to
their respective interests, to the holders of outstanding Voting Trust
Certificates of record at the close of business on the date fixed by the Company
as a record date for the determination of the stockholders entitled to receive
distribution in respect of such dividend.
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9. If any dividend in respect of the deposited Class B Common Stock
shall be paid otherwise than in money or in fully-paid Class B Common Stock, the
Trustees shall distribute the same in kind ratably among the holders of the
outstanding Voting Trust Certificates entitled to receive distribution in
respect of such dividend upon payment by each holder of a sum sufficient to
reimburse the Voting Trustees for any stamp tax, other governmental charge or
other expense to which the Voting Trustees shall have been put, or for which
they shall have or will become liable in such connection.
10. In case any stock of the Company shall be offered for
subscription to the holders of the Class B Common Stock, the Trustees, promptly
upon receipt of notice of such offer, shall mail a copy of such notice to each
holder of record of Voting Trust Certificates with a notice of the number of
shares subscribable with respect to the shares of Class B Common Stock
represented by his Voting Trust Certificates. Upon receipt by the Trustees,
within such time as shall be fixed by the Trustees prior to the last date fixed
by the Company for subscription and payment, of a request from any holder of
record of a Voting Trust Certificate to subscribe in his behalf and of the
amount of money required to pay for a stated number of shares of such stock (not
in excess of the number of shares subscribable in respect of the shares
represented by such Voting Trust Certificate), the Trustees shall make such
subscription and payment. Upon receiving from the Company the certificate for
the shares so subscribed for, the Trustees, if such stock be Class B Common
Stock, shall hold the same under this agreement and shall issue to such holder
Voting Trust Certificates in respect thereof; or if such stock be stock of
another class, the Trustees shall deliver the certificate or certificates
therefor to such holder. In case the stock offered for
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subscription by the Company be stock other than Class B Common Stock, the
Trustees, in their discretion, may assign such subscription rights, pro rata, to
the holders of Voting Trust Certificates in proportion to their respective
interests.
The right of any holder of record of a Voting Trust Certificate to
subscribe to additional shares of Class B Common Stock as provided in this
Paragraph 10 may be assigned and transferred to any Permitted Transferee and to
no other person or entity, and the Trustees shall not be required to exercise
such subscription right on behalf of any person who is not a Voting Trust
Certificate holder or a Permitted Transferee. Any shares of Class B Common Stock
acquired pursuant to a subscription right assigned by a Voting Trust Certificate
holder to a Permitted Transferee shall be held by the Trustees subject to all
the terms and conditions of this agreement.
VOTING RIGHTS
11. Until the actual delivery to the holder of Voting Trust
Certificates by or on behalf of the Trustees of the stock certificate deposited
hereunder in exchange for said Voting Trust Certificates, pursuant to the
provisions hereof, the Trustees shall possess and shall be entitled to exercise
all the rights and powers of owners of the shares of Class B Common Stock of the
Company deposited hereunder, to vote for every purpose and to consent to any and
all corporate acts of the Company guided by the Statement of Policy, it being
expressly stipulated that no right to vote or to consent or to be consulted in
respect to all such deposited Class B Common Stock is created in or passes to
the holder of any Voting Trust Certificate by or under any such Voting
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Trust Certificate, or by or under this agreement, or by or under any other
agreement, express or implied; provided, however, that upon any proposal for (i)
the dissolution of the Company, (ii) the sale, lease, exchange or other
disposition, other than by mortgage, deed of trust or pledge, of all, or
substantially all, the property and assets of the Company, (iii) the merger,
consolidation, or recapitalization of the Company, or (iv) any other proposal
which, under Articles III (2) G, V (5), VIII, IX (2) and (4), XII, XIII, XIV (3)
and (4) or XVI of the Certificate of Incorporation of the Company, requires the
affirmative vote of the holders of record of at least a majority of the
aggregate voting power of the Class B Common Stock separately or together with
the Common Stock, the Trustees shall promptly notify all holders of Voting Trust
Certificates hereunder, and the Trustees shall not vote any share or shares of
such Class B Common Stock upon any such proposal except in accordance with the
written direction of the holder or holders of the Voting Trust Certificates
issued in respect of such share or shares of Class B Common Stock.
THE TRUSTEES
12. Except as provided in Paragraph 11, the Trustees shall vote the
shares of Class B Common Stock held by them or take any other action with
respect to such shares of Class B Common Stock as a unit in accordance with the
determination of a majority of the then acting Trustees; provided that such
majority shall include two out of three of XXXXX XXXX PULITZER, XXXXXXX X.
XXXXXXXX and XXXXX X. XXXXX or their successors as Trustees, as designated as
provided in the first paragraph of Paragraph 13; and further provided, however,
that in the event of a tie vote among the then acting Trustees or in the event
that a majority of the
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Trustees does not include two out of three of XXXXX XXXX PULITZER, XXXXXXX X.
XXXXXXXX and XXXXX X. XXXXX or their successors as Trustees, as designated as
provided in the first paragraph of Paragraph 13, as to any matter, the Trustees
shall promptly notify all holders of Voting Trust Certificates hereunder, and
the Trustees shall not vote any share or shares of Class B Common Stock of the
Company deposited hereunder with respect to that matter except in accordance
with the written direction of the holder or holders of the Voting Trust
Certificates issued in respect of such share or shares of Class B Common Stock.
The Trustees may meet at such time as they may determine, with such
notice as their rules may provide, and may act without a meeting by a writing
embodying their action. The Trustees may adopt their own rules of procedure. At
any meeting of the Trustees, any Trustee may vote in person or by proxy given to
any other Trustee, and any Trustee may give powers of attorney to any other
Trustee to sign for him any instrument expressing the actions of the Trustees.
The Trustees may vote by proxy at any meeting of the stockholders of the
Company, if the Trustees so elect, provided that such proxy be signed by at
least a majority of the then acting Trustees.
13. Subject to the provisions of subparagraph (a) hereof, XXXXX XXXX
PULITZER, XXXXXXX X. XXXXXXXX and XXXXX X. XXXXX shall serve as Trustees,
whether or not they serve or continue to serve as Company officers, and each
shall be permitted to appoint a successor as Trustee to act in the event of his
or her resignation or inability for any reason to act as Trustee hereunder. Any
successor Trustee appointed as provided hereunder shall have the same rights and
powers as if originally named herein, and any such successor or successors shall
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similarly be authorized to appoint a successor as Trustee in the event of the
resignation or inability of such successor or successors to act as Trustee
hereunder. Any appointment of a successor Trustee hereunder shall be made by
written instrument signed and acknowledged by the Trustee making such
appointment and filed with the Trustees acting hereunder and may be revoked by
such Trustee at any time before the appointment becomes operative.
XXXXXX X. XXXXXXXXX, President and Chief Executive Officer, XXXXXX X.
XXXXXXX, Senior Vice President-Finance, and XXXX X. XXXXXXXX, Editor - St. Louis
Post-Dispatch, shall serve as such Trustees so long and only so long as they
occupy the above-described positions with the Company (or, in the case of Xxxx
X. Xxxxxxxx, the St. Louis Post- Dispatch) now held by them, respectively.
Should any of them resign, retire, become deceased or otherwise cease to act in
the position with the Company (or, in the case of Xxxx X. Xxxxxxxx, the St.
Louis Post-Dispatch), now held by him as above described, the person appointed
to the position in the Company (or the St. Louis Post-Dispatch) held by such
Trustee shall become Trustee in his place and stead by signifying his acceptance
of such trusteeship, it being the intention of this agreement that the persons
holding the Company positions of Chairman of the Board, Chief Executive Officer
and Senior Vice President-Finance and the position of Editor - St. Louis Post-
Dispatch shall always be Trustees and that in the event of a vacancy occurring
in any of these positions, the corresponding trusteeship shall remain vacant
until the position is filled.
In the event XXXXXXX X. XXXXXXXX resigns, retires or otherwise ceases
to act in the position of Chairman of the Board, the person appointed to the
position of Chairman of the Board shall become an additional Trustee (provided
he is not already a Trustee) by signifying his
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acceptance of such trusteeship and shall serve as such Trustee so long as he
occupies the position of Chairman of the Board and should he resign, retire,
become deceased or cease to act in such position with the Company the next
person appointed to the position of Chairman of the Board shall become Trustee
in his place and stead by signifying his acceptance of such trusteeship.
Pending the appointment of a successor Trustee to fill any vacancy, the
Trustees then remaining in office shall possess and may exercise all the powers
of the Trustees hereunder.
Notwithstanding any vacancy or change in the Trustees, the certificate
or certificates for shares of Class B Common Stock of the Company standing in
the name of the Trustees may be endorsed and transferred by any Trustees or
successor Trustees then acting.
(a) Each of XXXXX XXXX PULITZER, XXXXXXX X. XXXXXXXX and XXXXX X.
XXXXX (individually, "Initial Depositing Stockholder"), or his or her respective
successor Trustee designated by him or her or his or her successors as Trustee,
shall continue to serve as Trustee hereunder only so long as the Initial
Depositing Stockholder and his or her Family (as defined below) hold Voting
Trust Certificates representing 20% or more of the Class B Common Stock
originally deposited by the Initial Depositing Stockholder and his or her Family
hereunder. Appropriate adjustment shall be made for stock dividends, stock
splits, or reverse splits of the Class B Common Stock. For purposes of this
subparagraph (a), the term "Family" shall mean the persons and entities which
shall have any of the following relationships to an Initial Depositing
Stockholder: (i) spouse or former spouse, (ii) lineal descendant of such Initial
Depositing Stockholder or of the spouse or former spouse of such Initial
Depositing Stockholder, (iii) spouse or former spouse of any such lineal
descendant, (iv) trust established either before or
21
22
after the date of this agreement by such Initial Depositing Stockholder or any
of the foregoing, (v) trust established either before or after the date of this
agreement of which any of the foregoing is a grantor and which is a Permitted
Transferee or (vi) the estate of any of the foregoing persons. All references in
the foregoing sentence to "spouse or former spouse" shall include a deceased
spouse.
14. The Trustees may employ counsel and incur other indebtedness or
expenses deemed necessary by them for the proper discharge of their duties and
shall be reimbursed for any such expenses by the Voting Trust Certificate
holders, and to that end shall be entitled to deduct on a pro rata basis any
such indebtedness or expenses incurred by them from the dividends received by
them or to which they may become entitled on Class B Common Stock of the Company
deposited hereunder before paying or causing such dividends to be paid to the
Voting Trust Certificate holders.
15. The Depositing Stockholders expressly agree that any Trustee may
at the same time be an officer, director, consultant, agent, or employee of the
Company or of any affiliated or subsidiary company, and may be or become
pecuniarily interested in his personal capacity, either directly or indirectly,
in any matter or transaction to which the Company or any affiliated or
subsidiary company may be a party or in which it may be concerned to the same
extent as though he were not a Trustee.
The Depositing Stockholders likewise expressly agree that any Trustee
may, for his personal account or otherwise, either acquire from or sell to the
Company, any affiliated or
22
23
subsidiary company or any stockholder shares of stock or other securities of the
Company or Voting Trust Certificates to the same extent as though he were not a
Trustee.
The Depositing Stockholders likewise expressly agree that the Company
or any affiliated or subsidiary company may either acquire from or sell to any
Trustee, for his personal account or otherwise, shares of stock or other
securities of the Company or Voting Trust Certificates to the same extent as
though he were not a Trustee.
The Depositing Stockholders likewise expressly agree that any Trustee
may, in his personal capacity or otherwise, become a Voting Trust Certificate
holder either by depositing hereunder any certificate or certificates for shares
of Class B Common Stock now or at any time hereafter owned by him or by
acquiring any Voting Trust Certificate and, as such Voting Trust Certificate
holder, shall be entitled to exercise all rights and options conferred upon
Voting Trust Certificate holders under this agreement to the same extent as
though he were not a Trustee.
The Depositing Stockholders recognize that the Trustees who are
respectively the Chairman of the Board, Chief Executive Officer, Senior Vice
President-Finance and Editor - St. Louis Post-Dispatch do at this time receive,
and such Trustees and their successors will hereafter be entitled to receive,
substantial compensation for their services as officers or employees of the
Company or its subsidiaries, that Xxxxx X. Xxxxx acts as a Director of, and
consultant to, the Company and is compensated for his services and that Xxxxx
Xxxx Pulitzer acts as a Director of, and consultant to, the Company and is
compensated for her services (the "Compensated Trustees").
23
24
The Depositing Stockholders accordingly do expressly agree that the
Compensated Trustees may continue to receive such compensation, of whatever
character, as is provided by their existing contracts, if any, with the Company
or its subsidiaries, with complete propriety and without disqualifying
themselves to act as Trustees hereunder; and they do further expressly agree
that upon the expiration of the existing contracts, if any, with the Compensated
Trustees, or sooner by mutual agreement, the Company, or its subsidiaries and
such Compensated Trustees, may enter into new contracts which may change or
increase their compensation, because of changing circumstances and
responsibilities. The Depositing Stockholders recognize that it would be unfair
to limit in any way the right of the Compensated Trustees to adequate
compensation for their services to the Company or its subsidiaries. The
Depositing Shareholders further recognize that, in order to carry out the
purposes of this agreement, it is, or may be, necessary that the Compensated
Trustees act at the same time as Trustees hereunder, as Directors of the
Company, and as officers, consultants or employees of the Company or its
subsidiaries; and they do agree that the qualifications or eligibility of the
Compensated Trustees so to act in any of these capacities shall not be impaired
by reason of the fact that they act in the other capacities also. All and
singular the provisions of this paragraph shall apply with equal force to any
and all successor Trustees under the provisions of Paragraph 13 hereof.
The Compensated Trustees shall not be entitled to compensation for
their services as Trustees hereunder, but the successor or successors to Xxxxx
Xxxx Pulitzer, Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx designated as provided in
the first paragraph of Paragraph 13 hereof shall be
24
25
entitled to compensation for their services hereunder equal to the compensation
paid by the Company to its outside directors for their services to the Company
as directors.
16. In voting or giving directions for voting the shares of Class B
Common Stock deposited hereunder or in exercising any consent with respect
thereto, the Trustees will exercise their best judgment, guided by the Statement
of Policy, as set forth in the preamble hereto, from time to time, to select
suitable Directors of the Company to the end that the affairs of the Company
shall be properly managed in the interest of its stockholders, and in voting or
giving directions for voting and acting on other matters for stockholders'
action the Trustees will exercise like judgment, guided by the Statement of
Policy; provided, however, that the Trustees assume no responsibility in respect
of such management or in respect to any action taken by them or taken in
pursuance of their consent thereto, or in pursuance of their votes, and no
Trustee shall incur or be under any liability as the holder of securities of the
Company as Trustee, fiduciary or otherwise, by reason of any error of law or any
error in the construction of this agreement or of any matter or thing done or
suggested or omitted to be done in this agreement, except for his own individual
malfeasance or wilful neglect.
No bond shall be required of any Trustee for the performance of his
services as such.
25
26
GENERAL PROVISIONS
17. This agreement and all covenants herein contained shall inure to
the benefit of and be binding upon the parties hereto, their heirs, executors,
administrators, successors and assigns.
18. Any written notice required to be given under this agreement
shall be deemed to have been given and received if deposited in the United
States mail in a postpaid wrapper addressed as follows:
In case of a notice to the Trustees or to the Company, addressed to the
Trustees or to the Company, as the case may be, at the office of the Company.
In case of a notice to a Voting Trust Certificate holder, addressed to
such Certificate holder at his or her last address appearing on the records of
the Trustees.
19. This agreement and the Voting Trust Certificates issued hereunder
may be amended upon the consent in writing of the holders of sixty-six and
two-thirds percent (66-2/3%) in interest of the Voting Trust Certificates then
issued and outstanding under this agreement; provided, however, that no
amendment which shall have the effect of extending the time for termination of
this Voting Trust Agreement shall be made without the consent in writing of the
holders of all the then issued and outstanding Voting Trust Certificates.
20. This agreement shall be binding upon each of the parties
executing the same from the date of its execution by such party. The trust
created hereunder shall be effective as of the date hereof, and this agreement
and the trust created hereunder shall remain in full force and effect until the
18th day of March, 2009, but shall terminate prior to that date upon the
dissolution
26
27
of the Company. This agreement and the trust created hereunder may be terminated
at any time with the consent in writing of the holders of sixty-six and
two-thirds percent (66-2/3%) in interest of the Voting Trust Certificates then
issued and outstanding under this agreement.
21. The invalidity or unenforceability of any term or provision of
this agreement shall not affect the validity of the remainder hereof.
22. The term "Trustee" or "Trustees" wherever used herein means the
trustee or trustees for the time acting, and shall include the successor trustee
or trustees.
23. The Trustees hereby accept the trusts in this agreement declared
and provided and agree faithfully to perform the same upon the terms and
conditions hereinabove set forth.
24. All questions concerning the validity and administration of this
agreement, and the trust created hereunder, shall be determined under the law of
the State of Delaware.
25. This agreement may be executed by the parties herein, or any of
them, in any number of counterparts, with the same force and effect as if they
had all executed the same instrument.
26. The definitions herein shall apply equally to both the singular
and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms.
27
28
POWER OF ATTORNEY
27. In order to facilitate the execution and filing with the
Securities and Exchange Commission of a Schedule 13-D, including any and all
amendments thereto, with respect to this Voting Trust, each of the Depositing
Stockholders hereby grants to each of the Trustees and Xxxxx X. Xxxxxxx the
following power of attorney for the limited purposes set forth herein.
Each of the Depositing Stockholders hereby irrevocably constitutes and
appoints each of the Trustees and Xxxxx X. Xxxxxxx (individually, the
"Attorney"), acting singly, the true and lawful agent and attorney-in-fact of
the Depositing Stockholder, with full power and authority, in the Depositing
Stockholder's name, place and stead, to execute and deliver, on behalf of the
Depositing Stockholder at any time a Schedule 13-D, or any and all amendments
thereto, with all exhibits thereto and other documents in connection therewith,
as required by the securities laws, the execution and delivery by the Attorney
of such Schedule 13-D or amendments thereto being conclusive evidence that such
execution and delivery were authorized hereby.
It is expressly understood and intended by each of the Depositing
Stockholders that the power of attorney granted in this Paragraph 27 (the "13-D
Power of Attorney") is coupled with an interest, is irrevocable and shall in all
respects constitute a durable power of attorney. This 13-D Power of Attorney
shall survive the death or incapacity of the Depositing Stockholder, or if the
Depositing Stockholder is a partnership, corporation, trust or other entity, the
dissolution, liquidation or termination thereof, or the assignment of any or all
of the Depositing Stockholder's Voting Trust Certificates. This 13-D Power of
Attorney shall terminate upon the later to occur of (i) the last Schedule 13-D
filing, including any and all amendments thereto, as required by the
28
29
securities laws, with respect to this Voting Trust or (ii) thirty (30) days
immediately following the termination of this agreement or the date the
Depositing Stockholder shall cease to be a Depositing Stockholder, as the case
may be.
29
30
IN WITNESS WHEREOF, the Trustees and the Depositing Stockholders have
hereunto set their hands and seals as of the day and year first above written.
TRUSTEES
/s/ Xxxx X. Xxxxxxxx
--------------------------------
Xxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxx Xxxx Pulitzer
--------------------------------
Xxxxx Xxxx Pulitzer
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxxx
30
31
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxx Xxxx Pulitzer,
Xxxxx X. Xxxxxxx and Xxxxxxx
Xxxx, Successor Trustees of
Marital Trust A U/T Xxxxxx
Xxxxxxxx, Xx. dtd 6/12/74,
as amended 10/20/92
By: /s/ Xxxxx Xxxx Pulitzer March 18, 1999
----------------------------
Xxxxx Xxxx Pulitzer, Trustee
By: /s/ Xxxxx X. Xxxxxxx March 18, 1999
----------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxxx Xxxx March 18, 1999
---------------------------- -----------
Xxxxxxx Xxxx, Trustee
Xxxxx Xxxx Pulitzer,
Xxxxx X. Xxxxxxx and Xxxxxxx
Xxxx, Successor Trustees of
Marital Trust B U/T Xxxxxx
Xxxxxxxx, Xx. dtd 6/12/74,
as amended 10/20/92
By: /s/ Xxxxx Xxxx Pulitzer March 18, 1999
----------------------------
Xxxxx Xxxx Pulitzer, Trustee
By: /s/ Xxxxx X. Xxxxxxx March 18, 1999
----------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxxx Xxxx March 18, 1999
---------------------------- -----------
Xxxxxxx Xxxx, Trustee
31
32
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
/s/ Xxxxx Xxxx Pulitzer March 18, 1999
--------------------------------- ------------------
Xxxxx Xxxx Pulitzer
Xxxxx Xxxx Pulitzer, as Trustee
of the Pulitzer Family Trust
By: /s/ Xxxxx Xxxx Pulitzer March 18, 1999
---------------------------- ------------------
Xxxxx Xxxx Pulitzer
/s/ Xxxxx X. Xxxxx March 18, 1999
--------------------------------- ------------------
Xxxxx X. Xxxxx
Xxxxx X Xxxxx, Tr. Xxxxx X. Xxxxx
1998 Grantor Annuity Trust
dtd 2/5/98
By: /s/ Xxxxx X. Xxxxx March 18, 1999
---------------------------- ------------------
Xxxxx X. Xxxxx, Trustee
--------------------------------- ----------- ------------------
Xxxxxxxxx X. Xxxxx
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxx
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxx
32
33
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
--------------------------------- ----------- ------------------
Xxxxx X. Xxxxx, Xx
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxx
--------------------------------- ----------- ------------------
Xxxxxxx Xxxxx
--------------------------------- ----------- ------------------
Xxxx X. Xxxxx
--------------------------------- ----------- ------------------
Xxxxxxxxx X. Xxxxx
--------------------------------- ----------- ------------------
Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxx, Tr.
U/A dtd 3/22/82 F/B/O
Xxxxxxx X. Xxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxxxx, Trustee
33
34
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxxxx X. Xxxxxx, as Trustee
U/A dtd 8/16/83 F/B/O
Xxxxxxx X. Xxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------- March 18, 1999 ------------------
Xxxxxxx X. Xxxxxx, Trustee
The Ceil and Xxxxxxx X.
Xxxxxxxx Foundation, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxxxx, President
Xxxxxxx Xxxxx Pulitzer, Trustee U/I
Xxxxxxx Xxxxx Pulitzer dtd 7/19/91
By:
---------------------------- ----------- ------------------
Xxxxxxx Xxxxx Pulitzer, Trustee
--------------------------------- ------------------
Xxxxxxx X. Xxxxxxxx, Xx.
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxxxxx
--------------------------------- ----------- ------------------
Xxxxxx Xxxxx Xxxxxxxx
00
00
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
--------------------------------- ----------- ------------------
Xxxxxxxxx X. Xxxxxxxx Xxxxx
--------------------------------- ----------- ------------------
Xxxxxxxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx, Trustee of the
Xxxx Xxxxxxxxx Trust dtd 7/19/91
By:
---------------------------- ----------- ------------------
Xxxx X. Xxxxxxxxx, Trustee
--------------------------------- ----------- ------------------
Xxxxxxxxx Xxxx Xxxxxx
--------------------------------- ----------- ------------------
Xxxxxx Xxxxxxxx XX
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx
By: /s/ Xxxxxxx Xxxx
---------------------------- March 18, 1999
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
35
36
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxx X. Xxxxxxx and Xxxxxxx
Xxxx, Trustee Xxxxxx Xxxxxxxx
1998 Family Trust U/I dtd
2/9/98
By: /s/ Xxxxx X. Xxxxxxx March 18, 1999
---------------------------- ------------------
Xxxxx X. Xxxxxxx
By: /s/ Xxxxxxx Xxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx Xxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx
By: /s/ Xxxxxxx Xxxx March 18, 1999
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
36
37
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Elkhanah
Pulitzer
By: /s/ Xxxxxxx Xxxx March 18, 1999
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxx X. Xxxxxxx and Xxxxxxx
Xxxx, Trustee Elkhana Pulitzer
1998 Family Trust U/I dtd
2/9/98
By: /s/ Xxxxx X. Xxxxxxx March 18, 1999
----------------------------
Xxxxx X. Xxxxxxx
By: /s/ Xxxxxxx Xxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx Xxxx, Trustee
37
38
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx V
By: /s/ Xxxxxxx Xxxx March 18, 1999
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 10/19/90 F/B/O
Xxxxxxxx Xxxx Xxxx Xxxxxxx
By: /s/ Xxxxxxx Xxxx March 18, 1999
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
38
39
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 3/12/96 F/B/O
Xxxxxxxx Xxxxx Xxxxxxx
By: /s/ Xxxxxxx Xxxx March 18, 1999
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxxxx
X. Xxxxxxxx III
By: /s/ Xxxxxxx Xxxx March 18, 1999
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
39
40
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxxx
Xxxxxxxx Pulitzer
By: /s/ Xxxxxxx Xxxx March 18, 1999
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxxx
Xxxxxxxx
By: /s/ Xxxxxxx Xxxx March 18, 1999
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
40
41
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxx
X. Xxxxxxxx
By: /s/ Xxxxxxx Xxxx March 18, 1999
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X. Xxxxxx
as Trustees U/I
dtd 1/14/88 F/B/O
Xxxxxxxxx Xxxxxxxx Pulitzer
By: /s/ Xxxxxxx Xxxx March 18, 1999
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
41
42
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 10/21/93 F/B/X
Xxxxxxx Xxxxxx Xxxxx
By: /s/ Xxxxxxx Xxxx March 18, 1999
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 5/4/90 F/B/O Xxxxxxx
Xxxxxxxx Xxxxx III
By: /s/ Xxxxxxx Xxxx March 18, 1999
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx March 18, 1999
---------------------------- ------------------
Xxxxxxx X. Xxxxxx, Trustee
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxxxxx, as Custodian
for Xxxxxxxxx X. Xxxxxxxx Under
the NC Uniform Transfers to Minors Act
42
43
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxxxxx, as Custodian
for Xxxxxxx X. Xxxxxxxx Under
the NC Uniform Transfers to Minors Act
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxxxxx, as Custodian
for Xxxxxxx X. Xxxxxxxx, III Under
the NC Uniform Transfers to Minors Act
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxx X. Xxxxx Under
the New York Uniform Transfers to Minors Act
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxx as Custodian
for Xxxx X. Xxxxx Under
the New York Uniform Transfers to Minors Act
--------------------------------- ----------- ------------------
Xxxxx X. Xxxxx, Xx., as Custodian
for Xxxxx Xxxxxxxxxx Xxxxx Under
the Unified Gifts to Minors Act of Minnesota
43
44
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
--------------------------------- ----------- ------------------
Xxxxx X. Xxxxx, Xx., as Custodian
for Xxxxxxx Xxxxxx Xxxxx Under
the Unified Gifts to Minors Act of
Minnesota
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxxxx X. Xxxxx Under
the Unified Gifts to Minors
Minors Act of Massachusetts
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxxxx X. Xxxxx Under
the Unified Gifts to Minors
Minors Act of Massachusetts
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxx X. Xxxxx Under
the Unified Gifts to Minors
Minors Act of Massachusetts
--------------------------------- ----------- ------------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxx X. Xxxxx Under
the Unified Gifts to Minors
Minors Act of Massachusetts
44
45
EXHIBIT A
A "Withdrawal Request" as referred to in subparagraph (a)(3)A. of Paragraph
2 of the Voting Trust Agreement, shall be in the following form:
WITHDRAWAL REQUEST
Dated______________,____
To Trustees
Under Voting
Trust Agreement
Dated as of March 18, 1999
("Voting Trust Agreement")
c/o Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests the withdrawal of ___________ shares of
Common Stock of Pulitzer Inc. (the "Company"), into which is convertible all or
part of the shares of Class B Common Stock of the Company represented by the
enclosed Voting Trust Certificate(s) No(s). _________________registered in the
undersigned's name, which shares of Common Stock the undersigned has sold in
accordance with the provisions of subparagraph (a)(1)A. of Paragraph 2 of the
Voting Trust Agreement.
You are authorized and directed by the undersigned to convert into the
above number of shares of Common Stock the requisite number of shares of Class
B Common Stock represented by the enclosed Voting Trust Certificate(s), it
being understood by the undersigned that, under the Company's Restated
Certificate of Incorporation, Common Stock may not thereafter be reconverted
into Class B Common Stock of the Company.
46
The undersigned hereby represents and warrants to, and agrees with, you,
the Company and First Chicago Trust Company of New York, as the Transfer Agent
for the Common Stock, that: (i) the sale of the shares of Common Stock referred
to in the first paragraph hereof is being made in compliance with subparagraph
(a)(1)A. of Paragraph 2 of the Voting Trust Agreement; (ii) the closing of such
sale will be held on _______ __, ____ and further information concerning the
time and place of such closing, as well as the denominations and registrations
of certificates to be delivered thereat in accordance with subparagraph
(a)(3)A. of Paragraph 2 of the Voting Trust Agreement, will be delivered to the
Company, BNY Trust Company of Missouri ("the Depositary") and the Transfer
Agent not less than 48 hours prior to such closing date; (iii) all conditions
in Paragraph 2 of the Voting Trust Agreement as to the withdrawal of the shares
of Common Stock requested hereby, to be satisfied by the undersigned, have
been, or will, prior to such closing, be, satisfied, and all procedures set
forth therein, to be complied with by the undersigned, have been, or prior to
such closing will be, complied with; and (iv) any additional documents,
opinions of legal counsel, or other materials reasonably required of the
undersigned by you, the Company, the Depositary or the Transfer Agent in
connection with the matters that are the subject of this Withdrawal Request
will be furnished by the undersigned at or in advance of the closing.
__________________________________________
[Name]
cc: (1) Pulitzer Inc.
(2) Depositary
(3) Transfer Agent
-2-
47
EXHIBIT A-I
A "Withdrawal Request" as referred to in subparagraph (a)(3)B. of
Paragraph 2 of the Voting Trust Agreement, shall be in the following form:
WITHDRAWAL REQUEST
_____________, 1999
To Trustees
Under Voting
Trust Agreement
Dated as of March 18, 1999
("Voting Trust Agreement")
c/o Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests the withdrawal of __________ shares of
Common Stock of Pulitzer Inc. (the "Company"), into which is convertible all or
part of the shares of Class B Common Stock of the Company represented by the
enclosed Voting Trust Certificate(s) No(s). __________________ registered in
the undersigned's name, which shares of Common Stock the undersigned is
transferring in accordance with the provisions of subparagraph (a)(1)B. of
Paragraph 2 of the Voting Trust Agreement.
You are authorized and directed by the undersigned to convert into the
above number of shares of Common Stock the requisite number of shares of
Class B Common Stock represented by the enclosed Voting Trust Certificate(s),
it being understood by the undersigned that, under the Company's Restated
Certificate of Incorporation, Common Stock may not thereafter be reconverted
into Class B Common Stock of the Company.
48
The undersigned hereby represents and warrants to, and agrees with, you,
the Company and First Chicago Trust Company of New York, as the Transfer Agent
for the Common Stock, that: (i) the transfer of the shares of Common Stock
referred to in the first paragraph hereof is being made in compliance with
subparagraph (a)(1)B. of Paragraph 2 of the Voting Trust Agreement; (ii) such
transfer is expected to occur on ________________ and further information
concerning such transfer, as well as the denominations and registrations of
certificates to be transferred in accordance with subparagraph (a)(3)B. of
Paragraph 2 of the Voting Trust Agreement, will be delivered to the Company,
BNY Trust Company of Missouri (the "Depositary") and the Transfer Agent not
less than 48 hours prior to such date; (iii) all conditions in Paragraph 2 of
the Voting Trust Agreement as to the withdrawal of the shares of Common Stock
requested hereby, to be satisfied by the undersigned, have been, or will, prior
to such transfer, be, satisfied, and all procedures set forth therein, to be
complied with by the undersigned, have been, or prior to such transfer will be
complied with; and (iv) any additional documents, opinions of legal counsel, or
other materials reasonably required of the undersigned by you, the Company, the
Depositary or the Transfer Agent in connection with the matters that are the
subject of this Withdrawal Request will be furnished by the undersigned at or
in advance of the transfer.
_________________
Name
cc: (1) Pulitzer Inc.
(2) Depositary
(3) Transfer Agent
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EXHIBIT B
INSTRUCTION REQUEST
Dated _______________, ____
To Trustees
Under Voting
Trust Agreement
Dated as of March 18, 1999
("Voting Trust Agreement")
c/o Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests that the stock certificates representing the
____________ shares of Common Stock, $.01 par value, of Pulitzer Inc., being
withdrawn from the provisions of the Voting Trust Agreement pursuant to
subparagraph (a)(1)(A). of Paragraph 2 thereof, under a Withdrawal Request
dated _______________ and duly executed and delivered to the Trustees by the
undersigned, be issued and registered in the following names and denominations.
Names Denominations
----- -------------
__________________________________
Name
cc: (1) Pulitzer Inc.
(2) Depositary
(3) Transfer Agent
50
EXHIBIT B-I
INSTRUCTION REQUEST
Dated___________,____
To Trustees
Under Voting
Trust Agreement
Dated as of March 18, 1999
("Voting Trust Agreement")
c/o Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests that the stock certificates representing
the shares of Common Stock, $.01 par value, of Pulitzer Inc., being
withdrawn from the provisions of the Voting Trust Agreement pursuant to
subparagraph (a)(1)B. of Paragraph 2 thereof, under a Withdrawal Request dated
and duly executed and delivered to the Trustees by the
undersigned, be issued and registered in the following names and denominations.
Names Denominations
----- -------------
---------------------------------
Name
cc: (1) Pulitzer Inc.
(2) Depositary
(3) Transfer Agent
51
EXHIBIT B-II
INSTRUCTION REQUEST
Dated____________,____
To Trustees
Under Voting
Trust Agreement
Dated as of March 18, 1999
("Voting Trust Agreement")
c/o Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests that the stock certificates representing
the shares of Common Stock, $.01 par value, of Pulitzer Inc., being
withdrawn from the provisions of the Voting Trust Agreement pursuant to
subparagraph (b) of Paragraph 2 thereof, under a Withdrawal Request dated
and duly executed and delivered to the Trustees by the
undersigned, be issued and registered in the following names and denominations.
Names Denominations
----- -------------
---------------------------------
Name
cc: (1) Pulitzer Inc.
(2) Depositary
(3) Transfer Agent
52
EXHIBIT C
A "Withdrawal Request" as referred to in subparagraph (b) of Paragraph 2
of the Voting Trust Agreement, shall be in the following form:
WITHDRAWAL REQUEST
Dated____________,_____
To Trustees
Under Voting
Trust Agreement
Dated as of March 18, 1999
("Voting Trust Agreement")
c/o Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests the withdrawal of shares of
Common Stock of Pulitzer Inc. (the "Company"), into which is convertible all or
part of the shares of Class B Common Stock of the Company represented by the
enclosed Voting Trust Certificate(s) No(s). registered in the
undersigned's name, which shares of Common Stock the undersigned has withdrawn
in accordance with the provisions of subparagraph (b) of Paragraph 2 of the
Voting Trust Agreement.
You are authorized and directed by the undersigned to convert into the
above number of shares of Common Stock the requisite number of shares of Class
B Common Stock represented by the enclosed Voting Trust Certificate(s), it
being understood by the undersigned that, under the Company's Restated
Certificate of Incorporation, Common Stock may not thereafter be reconverted
into Class B Common Stock of the Company.
53
The undersigned hereby represents and warrants to, and agrees with you,
the Company and First Chicago Trust Company of New York, as the Transfer Agent
for the Common Stock, that: (i) the number of shares to be withdrawn in
accordance with subparagraph (b) of Paragraph 2 of the Voting Trust Agreement
(a "Paragraph 2(b) Withdrawal"), when aggregated with all other previous
Paragraph 2(b) Withdrawals by the undersigned, does not exceed the limitation
on the number of shares of Common Stock which may be withdrawn pursuant
thereto; (ii) all conditions in Paragraph 2 of the Voting Trust Agreement as to
the withdrawal of the shares of Common Stock requested hereby, to be satisfied
by the undersigned, have been, or will, prior to such withdrawal, be,
satisfied, and all procedures set forth therein, to be complied with by the
undersigned, have been, or prior to such withdrawal will be, complied with; and
(iii) any additional documents, opinions of legal counsel, or other materials
reasonably required of the undersigned by you, the Company, BNY Trust Company
of Missouri, as Depositary, or the Transfer Agent in connection with the
matters that are the subject of this Withdrawal Request will be furnished by
the undersigned at or in advance of the withdrawal.
______________________
[Name}
cc: (1) Pulitzer Inc.
(2) Depositary
(3) Transfer Agent
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EXHIBIT D
GENERAL PLEDGE AGREEMENT
As collateral security for the payment of all indebtedness, obligations
or liabilities of the undersigned to ("Bank"),
under the dated the date hereof (the "Loan Agreement") between
the undersigned and Bank and for the payment of the Promissory Note ("Note")
executed by the undersigned pursuant thereto (collectively called
"liabilities"), the undersigned hereby pledges and delivers and/or gives to
Bank a general lien upon and/or right of set-off as to the following: all the
securities, hereinafter set forth and described in the Collateral Schedule (as
defined herein), together with all stock splits, stock dividends or other
distributions of stock or other securities thereon (collectively the
"collateral security"). Any reference herein to the Collateral Schedule shall
mean and be deemed to include the Collateral Schedule executed by the
undersigned and delivered to Bank concurrently herewith and any additional or
superseding Collateral Schedule executed and delivered by the undersigned in
favor of and to Bank, provided Bank shall have delivered a copy thereof to the
Voting Trustees under the Voting Trust Agreement referred to below by delivery
to the individual(s) designated to receive notice on behalf of the Voting
Trustees pursuant to Paragraph 2(e) of the Voting Trust Agreement.
If at any time any collateral security shall become unsatisfactory to Bank
by reason of decline in value thereof in the opinion of Bank, or for any other
reason, the Bank may demand at any time or from time to time the pledge and
deposit with Bank of such additional collateral security, or such payment on
account, as will be satisfactory to Bank in accordance with the Loan Agreement.
Subject to the provisions of the Power of Attorney granted by the
undersigned to Bank on the date thereof (the "Power of Attorney") and the
provisions of Paragraphs 2 and 5 of the Voting Trust Agreement referred to
therein (the "Voting Trust Agreement"), upon the occurrence of an Event of
Default under the Loan Agreement, Bank may (1) appropriate and apply toward the
payment and discharge of any such liability, moneys on deposit or otherwise
held by Bank for the account of, to the credit of, or belonging to the
undersigned, (2) sell or cause to be sold any collateral security, and (3)
exercise any or all the rights and remedies of a secured party under the
Uniform Commercial Code of the State of (the "Code"). Any sale of
collateral may be made without demand of performance and any requirement of the
Code for reasonable notice to the undersigned shall be met if such notice is
mailed, postage prepaid, to the undersigned at his address as it appears
herein or as last shown on the records of Bank at least five business days
before the time of sale, disposition or other event, giving rise to the notice.
The undersigned agrees it shall be reasonable for the Bank to sell the
collateral security on credit for present or future delivery without any
assumption of any credit risk. In case of a public sale, notice published by
Bank for ten days in a newspaper of general circulation in the city
of shall be sufficient. The proceeds of any sale, or sales, of
collateral security shall be applied by Bank in the following order: (1) to
expenses, including expense for any legal services, arising from the enforcement
of any of the
55
provisions hereof, or of any of the liabilities, or of any actual or attempted
sale; (2) to the payment of or the reduction of any liability of any of the
undersigned to Bank with the right of Bank to distribute or allocate such
proceeds as Bank shall elect, and its determination with respect to such
allocation shall be conclusive, however making proper rebate of interest or
discount in case of allocation to any item not due; (3) to the payment of any
surplus remaining after payment of the amounts mentioned, to the undersigned or
to whomsoever may be lawfully entitled thereto. If any deficiency arises upon
any such sale or sales, the undersigned agrees to pay the amount of such
deficiency promptly upon demand with legal interest. Notwithstanding that Bank
may continue to hold the collateral security and regardless of the value
thereof, the undersigned shall be and remain liable for the payment in full of
principal and interest of any balance of the liabilities and expenses any time
unpaid.
Subject to compliance with the provisions of the Loan Agreement, the Power
of Attorney and Paragraphs 2 and 5 of the Voting Trust Agreement (including,
without limitation, restrictions on the ability to sell or transfer the Voting
Trust Certificate described in the Collateral Schedule, the shares of Class B
Common Stock represented thereby, or the shares of Common Stock into which the
Class B Common Stock may be converted), at any time, whether prior to or after
default in the payment of any liability of the undersigned to Bank, Bank may at
its option, but shall not be obligated to, (1) have transferred to or registered
in the name of Bank or its nominee or nominees, any collateral security and
thereafter exercise all rights with respect thereto as the absolute owner
thereof, without notice or liability to the undersigned, except to account for
money or property actually received by Bank; provided, however, that Bank may
treat all cash proceeds as additional collateral and such proceeds need not be
applied to the reduction of the liability of the undersigned unless Bank so
elects; (2) in Bank's name, or in the name of the undersigned, demand, xxx for,
collect, and receive money, securities or other property which may at any time
to payable or receivable on account of or in exchange for any collateral
security, or make any compromise or settlement that Bank considers desirable
with respect thereto or renew or extend the time of payment or otherwise modify
the terms of any obligation included in the collateral security; provided,
however, it is expressly agreed that the Bank shall not be obligated to take any
step to preserve rights against prior parties on any of the collateral, and that
reasonable care of the collateral shall not include the taking of any such step;
(3) foreclose the lien of any security interest included in the collateral
security and become the purchaser of any property constituting the security
without thereby affecting any liability of the undersigned to Bank; (4) transfer
any liability and any security therefor of the undersigned, Bank being
thereafter fully discharged from every claim and responsibility with respect to
any such collateral security so transferred; and (5) surrender or deliver,
without further liability on the part of the Bank to account therefor, all or
any part of the collateral security to or upon the written order of the
undersigned, permit substitutions therefor or additions thereto, and accept the
receipt of the undersigned for any collateral security, or proceeds thereof,
which receipt shall be a full and complete discharge of Bank as to the
undersigned with respect to the collateral so delivered and proceeds so paid.
As additional security, the undersigned agrees that: (i) he will execute
and deliver to Bank a Power of Attorney, substantially in the form of Schedule 1
hereto which empowers Bank, upon the occurrence of the circumstances set forth
therein, to execute in undersigned's name the
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56
Withdrawal Request (the "Withdrawal Request") and the Instruction Request (the
"Instruction Request"), substantially in the form of Exhibits A and B,
respectively, to the Voting Trust Agreement; (ii) he will execute such other
documents and deliver such additional instructions as may be reasonably
requested by Bank in order to implement the foregoing; (iii) he will not tender
any other Withdrawal Request without the prior written consent of Bank until
all obligations and liabilities to the Bank shall have been repaid and this
Agreement terminated; and (iv) he will not request from the Voting Trustees
under the Voting Trust Agreement that they issue to him a duplicate Voting
Trust Certificate in respect of any Voting Trust Certificate held by Bank
hereunder until the obligations and liabilities under the Note shall have been
repaid and satisfied and this Agreement terminated.
Subject to the provisions of the Loan Agreement, the Power of Attorney and
Paragraphs 2 and 5 of the Voting Trust Agreement, the rights and powers of Bank
under this Agreement (1) are cumulative and do not exclude any other right
which Bank may have independent of this Agreement; and (2) may be exercised or
not exercised at the discretion of Bank (i) without regard to any rights of the
undersigned, (ii) without forfeiture or waiver because of any delay in the
exercising thereof, (iii) without imposing any liability on Bank for so
exercising or failing to exercise, and (iv) in the event of a single or partial
exercise thereof, without precluding further exercise thereof.
No delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right or of any other right
hereunder and no waiver shall be construed as a bar to or waiver of any right
or remedy in the future.
Rights and powers of Bank under this Agreement shall inure to the benefit
of its successors and assigns and any assignee of any liability secured hereby.
Any liability of any of the undersigned hereunder shall be binding upon the
heirs, legal representatives, successors and assigns of such undersigned.
Revocation or termination of this Agreement, whether by operation of law
or otherwise, shall be effective only when written notice thereof shall have
been received by Bank, but no such revocation or termination shall affect or
impair the pledge of collateral security or the lien thereby created as to any
liability secured hereby at the time of receipt by Bank of such notice.
Address___________________________ ______________________________________
Pledgor
__________________________________ Date:___________________ ____, _______
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57
SCHEDULE 1 TO
GENERAL PLEDGE AGREEMENT
IRREVOCABLE POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned,
______________________, does hereby make, constitute and appoint
______________________________ ("Bank") or its designee as his true and lawful
agent and attorney-in-fact, for and in the name, place and stead of the
undersigned upon the occurrence of an Event of Default under the ______________
Agreement entered into as of the date hereof between Bank and the undersigned
(the "Loan Agreement"):
1. To sell all, or part of, the undersigned's interest in the shares of
Class B Common Stock of Pulitzer Inc. (the "Company") represented by Voting
Trust Certificate No. VT ____ to a Permitted Transferee (as that term is
defined in the Company's Restated Certificate of Incorporation).
2. To complete and execute the Withdrawal Request and Instruction Request,
attached as Exhibits A and B, respectively, to the Voting Trust Agreement dated
as of March 18, 1999 by and among certain stockholders of the Company and the
Trustees named therein (the "Voting Trust Agreement"), with such date and sale
closing date, in the case of the Withdrawal Request, and such number of shares,
in the case of the Instruction Request, as Bank deems appropriate; to execute
and deliver said Withdrawal Request and Instruction Request in accordance with
the provisions of Paragraph 2 of the Voting Trust Agreement; and to withdraw
pursuant to such Withdrawal Request, from the Voting Trust created by the
Voting Trust Agreement, such number of shares of Common Stock of the Company
into which the shares of Class B Common Stock then represented by Voting Trust
Certificate No. VT ____ may be converted, subsequent to such conversion as
provided in the Voting Trust Agreement and said Withdrawal Request and
Instruction Request, as shall be necessary, as determined by Bank in its sole
discretion, to satisfy the obligations of the undersigned to Bank under the
Loan Agreement and the General Pledge Agreement entered into on the date hereof
between Bank and the undersigned;
3. To sell such shares of Common Stock of the Company in accordance with
the provisions of Paragraphs 2 and 5 of the Voting Trust Agreement; and
4. To comply otherwise with the provisions of the Voting Trust Agreement,
Withdrawal Request and Instruction Request in order to effect the transactions
contemplated hereby of behalf of the undersigned for the benefit of Bank.
In consideration for and in reliance upon the powers granted by the
undersigned, Bank has entered into the Loan Agreement with the undersigned. The
powers hereby conferred are coupled with an interest and shall continue in full
force and effect and be binding upon the
A-1
58
undersigned and his heirs, assigns and legal representatives, and shall not be
revoked by the undersigned until the undersigned has fulfilled all his
obligations under the Loan Agreement, or any renewal, extension, amendment,
restatement or modification thereof, and the Loan Agreement, or any renewal,
extension, amendment, restatement or modification thereof, is cancelled.
This irrevocable power of attorney shall not be affected by the subsequent
disability or incapacity of the undersigned and shall in all respects
constitute a durable power of attorney.
Executed this _______ day of ________________,______.
______________________________
ACKNOWLEDGEMENT
STATE OF )
)SS.
COUNTY OF )
On this ________ day of ________, , before me personally appeared
______________________ known to me to be the person who executed the foregoing
Irrevocable Power of Attorney and said __________________ acknowledged to me
that he executed the same as his free act and deed.
____________________________
Notary Public
A-2
59
EXHIBIT E
ACKNOWLEDGEMENT
The undersigned, on behalf of all the Voting Trustees ("Trustees"),
under that certain Voting Trust Agreement dated as of March 18, 1999 ("Voting
Trust Agreement"), hereby acknowledges the pledge of Voting Trust Certificate
No. VT by ("Borrower") to
"(Bank") pursuant to the General Pledge Agreement dated ,
("Pledge Agreement") in connection with the dated
, , between Borrower and Bank (the "Loan Agreement").
The undersigned, on behalf of all the Trustees, further acknowledges
Bank's rights under the Power of Attorney dated , granted
by Borrower to Bank (the "Power of Attorney"), attached as Schedule 1 to the
Pledge Agreement.
Notwithstanding any provision contained in the Voting Trust Agreement to
the contrary, until such time as the Loan Agreement is terminated, the Note
referred to therein is paid, and the Trustees have confirmed such facts with
the Bank, the undersigned, on behalf of all the Trustees, agrees that:
(i) the Trustees and the Trust established under the Voting Trust
Agreement (the "Trust") shall not honor any Withdrawal Request with
respect to the shares of Class B Common Stock evidenced by Voting
Trust Certificate No. VT issued under the Trust or any shares of
Common Stock issuable upon conversion thereof, other than those
Withdrawal Requests and Instruction Requests executed by Bank pursuant
to the Power of Attorney;
(ii) the Trustees and the Trust shall not issue a new Voting Trust
Certificate or replacement Voting Trust Certificate with respect to
the shares evidenced by Voting Trust Certificate No. VT except at
the request and direction of Bank as pledgee of Voting Trust
Certificate No. VT ;
(iii) in the event any provision (including any amendment), or the
termination, of the Voting Trust Agreement, whether by expiration of
time, affirmative vote of the beneficiaries of the Trust or
otherwise, necessitates a distribution of shares, warrants, options
or other securities of the Company, or any successor
60
or affiliated entity of the Company, all those securities which are to
be distributed with respect to Voting Trust Certificate No. VT ____
shall be delivered to Bank as pledgee of Voting Trust Certificate No.
VT ____; and
(iv) the Trustees and the Trust shall otherwise honor Bank's rights and
powers under and in accordance with the Power of Attorney and the
Pledge Agreement.
-------------------------------------------------
As Attorney-In-Fact for the Voting Trustees
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61
EXHIBIT F
VOTING TRUST CERTIFICATE
No._______ _______ Shares of Class B
Common Stock
PULITZER INC.
Incorporated under the Laws of the State of Delaware
THIS IS TO CERTIFY THAT, subject to the provisions hereof and of the
Voting Trust Agreement hereinafter mentioned, on the surrender hereof,
properly endorsed, ______________________, will be entitled to receive on the
18th day of March, 2009, or on the earlier termination of the Voting Trust
Agreement, as therein provided, a certificate or certificates, expressed to be
fully-paid and non-assessable, for ________ shares of Class B Common Stock,
represented by this Certificate, of Pulitzer Inc. (hereinafter called the
"Company"), a corporation organized and existing under the laws of the State
of Delaware, or its successor, and in the event of a withdrawal of Common
Stock pursuant to a Withdrawal Request as contemplated by Paragraph 2 of the
Voting Trust Agreement, will be entitled to receive a certificate or
certificates for the Common Stock so withdrawn under the terms and conditions
set forth in such Paragraph 2, and in the meantime, subject to the provisions
of the Voting Trust Agreement, is entitled to receive payments equal and of
like character to the dividends, if any, received by the Trustees upon the
number of shares of Class B Common Stock held by the Trustees for the
Depositing Stockholder, less such charges and expenses as are authorized by
the Voting Trust Agreement to be deducted therefrom and less any income or
other taxes required by law to be deducted therefrom; provided, however, such
62
dividends, if received by the Trustees in Class B Common Stock, shall be payable
in Voting Trust Certificates for such stock. If the Trustees shall exercise on
behalf of any holder of Voting Trust Certificates any right to subscribe to
Class B Common Stock, in accordance with the provisions of the Voting Trust
Agreement, the Trustees shall issue Voting Trust Certificates in respect
thereof.
Until actual delivery of the stock certificates called for hereby
following the termination of the Voting Trust Agreement (or in the case of
Common Stock properly withdrawn pursuant to a Withdrawal Request until actual
delivery of the stock certificates for such withdrawn Common Stock), the
Trustees, upon the terms and subject to the provisions stated in the Voting
Trust Agreement, shall possess and shall be entitled to exercise all rights and
powers of the owners of such Class B Common Stock to vote for every purpose and
to consent to any and all corporate acts of the Company, except as such right
is expressly limited by the terms of the Voting Trust Agreement; it being
expressly stipulated that except as expressly provided in the Voting Trust
Agreement, no right to vote such Class B Common Stock and no right to consent
or be consulted in respect of such Class B Common Stock is created or passes to
any holder hereof by or under this Certificate or by or under any agreement
express or implied.
This Certificate is issued under and pursuant to, and the rights of each
successive holder hereof are subject to and limited by, the terms and
provisions of a certain Voting Trust Agreement, dated as of the 18th day of
March, 1999, between certain owners of Class B Common Stock of the Company and
Xxxx X. Xxxxxxxx, Xxxxx X. Xxxxx, Xxxxx Xxxx Pulitzer, Xxxxxxx X. Xxxxxxxx,
Xxxxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx, as Trustees (herein referred to,
and as it may be amended from time to time, the "Voting Trust Agreement"), one
copy of which is on file at
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63
the principal office of the Company at St. Louis, Missouri and one copy of
which is on file in the registered office of the Company in the State of
Delaware. Each holder of this Certificate by the acceptance hereof assents and
agrees to be bound by all the provisions of the Voting Trust Agreement.
This Certificate is not transferable whether by sale, assignment, gift,
bequest, appointment or otherwise by the holder of record hereof except to a
Permitted Transferee (as that term is defined in the Company's Restated
Certificate of Incorporation) of the Company's Class B Common Stock, subject to
such regulations as may be established by the Trustees for that purpose, upon
surrender hereof at the office of the Trustees, properly endorsed for transfer,
and the Trustees may treat the holder of record hereof as the owner of this
Certificate for all purposes. Every transferee of this Certificate shall by the
acceptance hereof become a party to the Voting Trust Agreement with like force
and effect as though an original party thereto and shall be embraced within the
meaning of the term "Depositing Stockholders" wherever used therein.
Notwithstanding anything to the contrary set forth herein, this
Certificate may be pledged in accordance with, and subject to the limitations
of, the terms of the Voting Trust Agreement.
As a condition of making or permitting any transfer or delivery of stock
certificates or Voting Trust Certificates, the Trustees may require the payment
of a sum sufficient to pay or reimburse them for any stamp tax or other
governmental charge in connection therewith, or any other charges applicable to
such transfer or delivery.
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64
The Voting Trust Agreement and this Certificate may be amended at any time
and from time to time in the manner therein provided by the Trustees with the
consent in writing of the holders of sixty-six and two-thirds percent (66-2/3%)
in interest of the then issued and outstanding Voting Trust Certificates;
provided, however, that no amendment which shall have the effect of extending
the time for termination of the Voting Trust Agreement shall be made without
the consent in writing of the holders of all of the then issued and outstanding
Voting Trust Certificates. The Voting Trust Agreement and the trust created
thereunder shall terminate upon the dissolution of the Company and may be
terminated at any time with the consent in writing of the holders of sixty-six
and two-thirds percent (66-2/3%) in interest of the then issued and outstanding
Voting Trust Certificates.
IN WITNESS WHEREOF, the Trustees have caused this Certificate to be signed
on their behalf by one of their number and countersigned by their duly
authorized Agent.
Dated:____________________________ XXXX X. XXXXXXXX
XXXXX X. XXXXX
COUNTERSIGNED: XXXXX XXXX PULITZER
BNY TRUST COMPANY OF MISSOURI XXXXXXX X. XXXXXXXX
Agent XXXXXX X. XXXXXXX
XXXXXX X. XXXXXXXXX
By:_______________________________
Authorized Officer
VOTING TRUSTEES
By:______________________________
A Voting Trustee
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65
(FORM OF ASSIGNMENT FOR REVERSE SIDE
OF VOTING TRUST CERTIFICATE)
FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers
unto ________________ the within Certificate and all rights and interests
thereby and does hereby irrevocably constitute and appoint _______________
attorney to transfer such certificate on the books of the Trustees under the
Voting Trust Agreement within referred to, with full power of substitution in
the premises.
Date:_______________________________
___________________________________
Name
In the presence of:
_____________________________________
Name
