AGREEMENT

1
EXHIBIT 10.6

AGREEMENT

AGREEMENT dated as of September 29, 1986 (the "Agreement") among
The Pulitzer Publishing Company, a Missouri corporation ("PPC"), and each of the
beneficial owners of shares of Class B Common Stock, $.01 par value ("Class B
Stock"), of PPC who is a signatory of this Agreement (the "Shareholders").

W I T N E S S E T H:

WHEREAS, each of the Shareholders is the beneficial owner of the
number of shares of Class B Stock set forth on Schedule I hereto (such shares of
Class B Stock being, collectively, the "Shares");

WHEREAS, the Shareholders propose to enter into a series of
transactions (the "Option Termination") pursuant to which they will be released
from the Option and Voting Agreement (the "Option Agreement") dated as of
January 21, 1986, as amended, among the Shareholders, Taubman Media, Inc.
("TMI") and A. Xxxxxx Xxxxxxx ("Xxxxxxx") and will be free to deliver to PPC
valid title to the shares of Class B Stock that are subject to the Option
Agreement, free and clear of any liens, charges and encumbrances;

WHEREAS, certain of the Shareholders and PPC and its directors,
certain of its officers and Xxxxx Xxxxxx (collectively, the "Defendants") are
parties to an action pending in the United States District Court, Eastern
District of Missouri, Eastern Division (the "Federal Litigation"), which action
is entitled Xxxxxxx X. Xxxxx, XX, et al., v. Xxxxxx Xxxxxxxx, Xx., et al., No.
86-0658C(3);

WHEREAS, the Defendants also are parties to an action pending in
the Circuit Court of the City of St. Louis, State of Missouri, Division 3, which
action is entitled Taubman Media, Inc. et al. v. The Pulitzer Publishing Co., et
al., No. 864-263 (the "State Litigation" and together with the Federal
Litigation, the "Litigation"); and

WHEREAS, the parties desire to settle the Litigation;

NOW, THEREFORE, in consideration of the premises and the mutual
and dependent promises and agreements hereinafter set forth, the parties hereto
agree as follows:

SECTION 1. Settlement of Litigation. PPC and each of the
Shareholders who is a plaintiff in the Litigation agree that on and after the
Closing Date (as herein defined) each will take whatever additional action is
necessary to dismiss, with prejudice and without cost, all claims in the
Litigation by PPC or on behalf of PPC and by each such Shareholder, as the case
may be, and to execute releases substantially in the form of Exhibit I hereto.
PPC and each of the Shareholders who is not a plaintiff in the Litigation agree
that on and after the Closing Date each will execute releases substantially in
the form of Exhibit I.

SECTION 2. Transfer of Interest in Shares of Class B Stock.

(a) PPC agrees to purchase from each Shareholder, and each
Shareholder agrees to sell to PPC, the Shares owned by such Shareholder.
As consideration for such purchases, PPC agrees to pay to each
Shareholder on the Closing Date a purchase price equal to the amount set
forth next to the name of such Shareholder on Schedule III hereto. (the
"Share Purchase Price").

(b) PPC agrees to purchase from Xxxxx X. Xxxxxxx on the Closing
Date, and Xxxxx X. Xxxxxxx agrees to sell to PPC, the 27,400 shares of
Class B Stock (the "Additional Shares") to be purchased by Xxxxx X.
Xxxxxxx from TMI for an aggregate consideration of $91,400.

(c) All payments pursuant to this Section 2 shall be made on the
Closing Date by PPC in immediately available United States funds in New
York City.

SECTION 3. The Closing. The closing of this Agreement (the
"Closing") shall take place at the offices of Xxxxx Xxxx & Xxxxxxxx, 1 Xxxxx
Manhattan Plaza, New York, New York, as soon as possible after the date hereof
but in no event later than September 30, 1986. Each of the parties shall use its
best efforts to cause the Closing to occur at the earliest, practicable
date. The date upon which the Closing occurs is herein referred to as the
Closing Date.

SECTION 4. Representations and Warranties of the Shareholders.
Each of the Shareholders represents and warrants to PPC that:

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(a) This Agreement has been duly executed on behalf of such
Shareholder and is the legal, valid and binding obligation of such Shareholder,
enforceable against such Shareholder in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency and other similar laws
affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law). Such execution and delivery do not, and such
performance will not, (i) conflict with, violate or breach any order, judgment,
injunction or decree of any court, arbitrator, government or governmental agency
or instrumentality against or binding on such Shareholder or by which any of his
assets or properties are bound, (ii) constitute a violation by such Shareholder
of any law, ordinance, rule or regulation, as such law, ordinance, rule or
regulation relates to the consummation by such Shareholder of the transactions
contemplated hereby or (iii) conflict with, violate, breach or cause a default
under any agreement or instrument to which such Shareholder is a party or by
which his assets or properties are bound except for the Option Agreement and
Escrow Agreement (as defined in the Option Agreement), which are subject to
termination pursuant to the Option Termination.

(b) Each Shareholder has valid title to the Shares owned by such
Shareholder, free and clear of any liens, charges or encumbrances, and such
Shares are not subject to any claims, whether by virtue of rights, options,
contracts, calls, agreements or otherwise except for the Option Agreement and
Escrow Agreement, which are subject to termination pursuant to the Option
Termination.

(c) As of the Closing, (i) the performance of this Agreement will
not conflict with, breach or cause a default under the Option Agreement or
Escrow Agreement and (ii) each Shareholder shall deliver to the Company valid
title to the Shares owned by such Shareholder, not subject to any claims whether
by virtue of rights, options, contracts, calls, agreements or otherwise.

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SECTION 5. Representations and Warranties of PPC.

PPC represents and warrants to each Shareholder that the
execution and delivery of this Agreement by PPC and the performance by PPC of
its obligations hereunder are within the corporate power of, and have been duly
and validly authorized by, all necessary corporate action on the part of PPC for
the valid authorization of such acts. This Agreement has been duly and validly
executed by PPC and is the legal, valid and binding obligation of PPC,
enforceable against PPC in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency and other similar laws affecting
creditors' rights generally and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law). Such execution and delivery do not, and such
performance will not, (a) conflict with, violate, breach or cause a default
under the Amended and Restated Articles of Incorporation or Bylaws of PPC or any
order, judgment, injunction or decree of any court, arbitrator, government or
governmental agency or instrumentality against or binding on PPC or by which any
of its assets or properties are bound, (b) constitute a violation by PPC of any
law, ordinance, rule or regulation, as such law, ordinance, rule or regulation
relates to the consummation by PPC of the transactions contemplated hereby or
(c) conflict with, violate, breach or cause a default under any agreement or
instrument to which PPC is a party or by which its assets or properties are
bound, except as set forth on Schedule II.

SECTION 6. Conditions Precedent to PPC's Obligations. The
obligations of PPC to purchase Shares and the Additional Shares pursuant to this
Agreement are subject to the fulfillment, prior to or on the Closing Date, of
the following conditions:

(a) The representations and warranties of each of the
Shareholders contained in this Agreement shall then be true in all
material respects and shall not contain any material errors or
misstatements, and each Shareholder shall have performed and complied in
all material respects with all agreements and conditions required by this
Agreement to be performed or complied with prior to the Closing; and

(b) Each Shareholder who is a plaintiff in the Litigation shall
have executed and delivered to PPC (i) such documents to procure
dismissal of his

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claims under the Litigation, including without limitation Stipulations of
Dismissal substantially in the form attached as Exhibits III and IV
hereto, as PPC and its counsel shall reasonably request, (ii) a release
substantially in the form of Exhibit I hereto and (iii) a consent and
waiver substantially in the form of Exhibit II hereto, and each
Shareholder who is not a plaintiff in the Litigation shall have executed
and delivered to PPC (x) a release substantially in the form of Exhibit I
hereto and (y) a consent and waiver substantially in the form of Exhibit
II hereto;

(c) Between the date hereof and the Closing Date, there shall not
have occurred either (i) a general moratorium on commercial banking
activities in New York declared by either Federal or New York State
authorities or (ii) the engagement by the United States in hostilities
which have resulted in the declaration, on or after the date of this
Agreement, of a national emergency or war, if the effect of any such
event specified in clause (ii) in PPC's reasonable judgment precludes PPC
from obtaining the financing required for the purchase of the Shares
contemplated hereby; and

(d) The Option Agreement shall have terminated and the Shares
released to the Shareholders by the Escrow Agent (as defined in the
Option Agreement).

(e) A. Xxxxxx Xxxxxxx and Taubman Media, Inc. shall have executed
and delivered to PPC (i) releases substantially in the forms of Annex I
to the Letter Agreement dated as of September 29, 1986 among Acquisition
G.P., Taubman and TMI, (ii) consents and waivers substantially in the
forms of Annexes III and IV, respectively, to the Option Termination
Agreement and (iii) Stipulations of Dismissal substantially in the form
of Exhibits III and IV hereto.

SECTION 7. Conditions Precedent to the Shareholders' Obligations.
The obligations of the Shareholders to sell Shares pursuant to this Agreement
are subject to the fulfillment, prior to or on the Closing Date, of the
following conditions:

(a) The representations and warranties of PPC contained in this
Agreement shall then be true in

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all material respects (without reference to the exception set forth in
Section 5(c) hereof) and shall not contain any material errors and
misstatements, and PPC shall have performed and complied in all material
respects with all agreements and conditions required by this Agreement to
be performed or complied with prior to the Closing;

(b) The Defendants shall have executed and delivered to the
Shareholders (i) such documents to procure dismissal of their claims
under the Litigation as the Shareholders and their counsel shall
reasonably request and (ii) releases substantially in the form of Exhibit
I hereto; and

(c) Option Agreement shall have terminated and the Shares
released to the Shareholders by the Escrow Agent (as defined in the
Option Agreement).

SECTION 8. Additional Payments.

(a) Certain Definitions. For purposes of this Section 8, the
following terms shall have the meanings set forth below:

"Applicable Percentage" shall mean, with respect to any Gross-Up
Transaction, the percentage set forth below opposite the period during which
either the Gross-Up Transaction is consummated or an agreement is reached
concerning all the material terms of the Gross-Up Transaction, whichever first
occurs;

TIME PERIOD APPLICABLE PERCENTAGE
----------- ---------------------

Prior to May 12, 1991 100%

May 13, 1991 through
May 12, 1996 66 2/3%

May 13, 1996 through
May 12, 2001 50%

"Common Stock" shall mean the Common Stock, par value $.10 per
share, of PPC and any shares of capital stock of PPC subsequently issued in
respect thereof.

"Fair Market Value" of any consideration shall mean, in the case
of cash, the amount thereof, and, in the case of any other consideration, the
fair market value thereof as

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agreed to by a Valuation Firm selected by PPC and a Valuation Firm selected by
the Shareholders, or, if such Valuation Firms are unable to reach an agreement
with respect to such fair market value, the fair market value of such
consideration as determined by a third Valuation Firm (the "Third Valuation
Firm") selected by such previously selected Valuation Firms. Any such agreement
or determination shall be final and binding on the parties, and the fees and
expenses of the Third Valuation Firm, if any, shall be shared equally by PPC on
the one hand and the Shareholders (including the shareholders who entered into
an agreement substantially similar to this agreement on May 12, 1986) on the
other. PPC shall provide to each such Valuation Firm access to such information
as may be necessary for the determination of the Fair Market Value of any
consideration.

"Gross-Up Transaction" shall mean any merger, consolidation,
liquidation or sale, in any transaction or series of related transactions, of
more than 85% of the voting securities or equity of, or all or substantially all
the assets of, or any other business combination (other than a change of PPC's
state of incorporation) involving, PPC pursuant to which holders of the Common
Stock receive cash, securities (other than Common Stock) or other property, and
any recapitalization, dividend or distribution, or series of related
recapitalizations, dividends, or distributions, in which holders of the Common
Stock receive cash, securities (other than Common Stock) or other property
having a Fair Market Value of not less than 33 1/3% of the Fair Market Value of
the shares of Common Stock outstanding immediately prior to such transaction.

"Imputed Value" for one share of Common Stock on a given date
shall be an amount equal to $28.82 compounded annually from May 12, 1986 to such
given date at the rate of 15% per annum.

"Issuable Common Shares" shall mean shares of Common Stock
issuable upon conversion of shares of Class B Stock.

"Transaction Proceeds" shall mean, in the case of a merger,
consolidation, liquidation or sale of at least 85% of the voting securities or
equity or substantially all the assets of or any other business combination
involving PPC, the aggregate Fair Market Value of the consideration received
pursuant thereto by the holder of one share of Common Stock, and in the case of
a recapitalization, dividend or distribution, the aggregate Fair Market Value of
the amounts paid or distributed in respect of one share of Common Stock

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plus the aggregate Fair Market Value of one share of the Common Stock following
such transaction.

"Valuation Firm" shall mean a nationally recognized investment
banking firm or other institution experienced in the valuation of securities,
businesses and assets.

(b) Additional Payments. In the event that a Gross-Up Transaction
shall occur at any time during the period from the date hereof through May 12,
2001, PPC shall pay to each Shareholder an amount equal to (X) the product of
(i) the amount by which the Transaction Proceeds exceeds the Imputed Value (the
"Excess") multiplied by (ii) the Applicable Percentage multiplied by (iii) the
number of Issuable Common Shares set forth opposite the name of such Shareholder
on Schedule I, adjusted in accordance with Section 8(c) hereof; less (Y) the sum
of any amounts previously received by such Shareholder pursuant to this Section
8; provided, however, that in the event of a recapitalization, dividend or
distribution, the Excess shall in no event exceed the amount paid or distributed
pursuant to such recapitalization, dividend or distribution in respect of one
share of Common Stock.

(c) The number of Issuable Common Shares set forth opposite the
name of each Shareholder on Schedule I shall be adjusted as follows:

(i) In case PPC shall pay a dividend or other distribution on
the Common Stock in shares of Common Stock, the number of Issuable
Common Shares set forth opposite the name of each Shareholder on
Schedule I shall be adjusted by adding to such number the number of
shares of Common Stock that would have been distributed in respect of
such Issuable Common Shares had such Issuable Common Shares been
outstanding on the record date for such dividend or distribution. In the
event that PPC shall subdivide the shares of Common Stock into a larger
number of shares or combine the shares of Common Stock into a smaller
number of shares, the number of Issuable Common Shares set forth
opposite the name of each Shareholder on Schedule I shall be
appropriately adjusted to take into account such subdivision or
combination.

(ii) In the event PPC shall issue rights or warrants to all
holders of the Common Stock or Class B Stock entitling them to subscribe
for or

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purchase shares of Common Stock or Class B Stock at a price per share
less than the then current Fair Market Value thereof, the number of
Issuable Common Shares set forth opposite the name of each Shareholder
on Schedule I shall be multiplied by a fraction of which the numerator
shall be the sum of (A) the number of shares of Common Stock outstanding
immediately prior to such issuance plus (B) the number of shares of
Common Stock issuable upon the conversion of all shares of Class B Stock
outstanding immediately prior to such issuance plus (C) the number of
additional shares of Common Stock offered for subscription or purchase
plus (D) the number of shares of Common Stock issuable upon conversion
of the shares of Class B Common Stock offered for subscription or
purchase, and the denominator of which shall be the sum of (W) the
number of shares of Common Stock outstanding immediately prior to such
issuance plus (X) the number of shares of Common Stock issuable upon
conversion of all shares of Class B Stock outstanding immediately prior
to such issuance plus (Y) the number of shares of Common Stock which the
aggregate offering price of the total number of shares of Common Stock
issuable pursuant to such warrants or rights to purchase Common Stock
would purchase at the then current Fair Market Value of the Common Stock
plus (Z) the number of shares of Common Stock issuable upon conversion
of the shares of Class B Stock which the aggregate offering price of the
total number of shares of Class B Stock issuable pursuant to such
warrants or rights to purchase Class B Stock would purchase at the then
current Fair Market Value of the Class B Stock.

(iii) In case PPC shall distribute to all holders of its Common
Stock evidences of indebtedness, securities (other than securities
described in subsections (i) or (ii) above) or other assets (other than
cash) other than pursuant to a Gross-Up Transaction, the number of
Issuable Common Shares set forth opposite the name of each Shareholder
on Schedule I shall be multiplied by a fraction, of which the numerator
shall be the then current Fair Market Value of one share of Common
Stock, and of which the denominator shall be the amount by which such
current Fair Market Value exceeds the then current Fair Market Value of
the evidences of

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indebtedness, securities or assets so distributed with respect to one
share of Common Stock.

(iv) In addition to the other adjustments provided herein, in
the event that the Common Stock is adjusted in a manner not contemplated
herein, the number of Issuable Common Shares set forth opposite the name
of such Shareholder on Schedule I shall be appropriately adjusted to
reflect such adjustment in the Common Stock.

SECTION 9. Agreements of the Shareholders Prior to the Closing
Date. Each Shareholder agrees that during the period from the date hereof
through the Closing Date he will not grant options or rights to any other
person, firm, corporation or entity ("person") to acquire his Shares or any
rights with respect thereto (except, however, the existing right to acquire his
Shares under this Agreement), and he will not grant to any person the right or
proxy to vote his Shares at any meeting or meetings of the shareholders of PPC
(whether regular or special); provided, however, that a Shareholder, if he so
desires, may give a proxy to vote his Shares in favor of the recommendations of
the management of PPC at any such meeting or meetings.

SECTION 10. Indemnification.

(a) The Shareholders shall, severally, indemnify and hold
harmless PPC from and against any and all losses, costs, expenses,
liabilities, judgments, assessments and penalties, and reasonable
attorneys' fees and disbursements relating thereto (collectively,
"Damages") resulting from or arising out of the inaccuracy of any
representation or the breach of any warranty or nonfulfillment of any
covenant or agreement on the part of such Shareholder under this
Agreement, or resulting from any misrepresentation in, or occasioned by,
any certificate or other instrument furnished by such Shareholder under
this Agreement.

(b) PPC agrees to indemnify and hold harmless the Shareholders
from and against any and all Damages resulting from or arising out of the
inaccuracy of any representation or breach of any warranty or the
nonfulfillment of any covenant or agreement on the part of PPC under this
Agreement, or resulting from any misrepresentation in, or

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occasioned by, any certificate or other instrument furnished by PPC under this
Agreement.

SECTION 11. Miscellaneous.

(a) Effectiveness. This Agreement shall become effective upon the
execution hereof by PPC and each of the Shareholders and the letter agreement
dated May 12, 1986 among the Company and the Shareholders shall thereupon be
terminated and superseded.

(b) Amendments; Waivers. This Agreement may be amended only by an
agreement in writing signed by PPC and by Shareholders holding not less than a
majority of the Shares (the "Required Holders"). Any conditions to the
obligations of PPC hereunder may be waived by a written instrument executed by
PPC, and any conditions to the obligations of the Shareholders hereunder may be
waived by a written instrument executed by the Required Holders.

(c) Rights of the Parties to Abandon this Transaction. This
Agreement and the transactions contemplated herein may be terminated:

(i) at any time, by a written agreement executed by PPC and
each of the Shareholders; and

(ii) if the Closing has not occurred on or before December 31,
1986, by PPC by written notice delivered to each Shareholder, and by the
Shareholders by written notice signed by the Required Holders and
delivered to PPC and each of the other Shareholders; provided, however,
this right of termination shall not be available to the party having
breached this Agreement if such breach shall have resulted in
non-occurrence of the Closing.

(d) Descriptive Headings. Descriptive headings herein are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Agreement.

(e) Counterparts. This Agreement may be executed in any number of
counterparts, and each such executed counterpart shall be and shall be

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deemed to be an original instrument, but all of such counterparts shall be one
and the same agreement.

(f) Successors. No Shareholder shall assign any of his rights or
delegate any of his duties hereunder. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the successors and assigns of each
of the parties hereto. Nothing in this Agreement is intended to confer upon any
other person any other right or remedy under or by reason of this Agreement.

(g) Specific Performance and Injunctive Relief. PPC and each
Shareholder acknowledge and agree that the Shareholders or PPC would be
irreparably damaged in the event any of the provisions of this Agreement were
not performed by PPC or the Shareholders, as the case may be, in accordance with
their specific terms or otherwise breached. PPC and the Shareholders shall be
entitled to an injunction or injunctions to prevent breaches of the provisions
of this Agreement and to enforce specifically the terms and provisions hereof in
any court of the United States or any state thereof having jurisdiction, in
addition to any other remedy to which such party may be entitled at law or in
equity.

(h) Notices. All notices and other communications provided for or
permitted hereunder shall be in writing (including telex and telecopy
communication) and shall be sent by mail, telex, telecopier or hand delivery:
(i) if to PPC at its address at: 000 Xxxxx Xxxxxx Xxxxxxxxx, Xx. Xxxxx, Xxxxxxxx
00000, Attention: Xxxxxx X. Xxxxxxx or at such other address as shall be
designated by it in a written notice to the Shareholders, (ii) if to any
Shareholder at his address set forth on Schedule I hereto or at such other
address as shall have been designated by it in a written notice to PPC and the
other Shareholders.

All notices and communications shall be deemed to have been duly given
or made, when delivered by hand or five business days after being deposited in
the mail, postage prepaid, when relaxed, answerback received and when
telecopied, receipt acknowledged.

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(i) Non-Disclosure. Except as otherwise required by law, during
the period from the date hereof through May 13, 1987, neither PPC nor any
Shareholder (nor their respective employees, agents or advisors) shall make any
disclosure of the terms hereof or the negotiations with respect hereto (other
than to the parties hereto and their representatives and advisors and A. Xxxxxx
Xxxxxxx and his representatives and advisors) except pursuant to a press release
which shall be approved by the parties hereto prior to the release thereof, and
except pursuant to such press release, neither the Shareholders nor PPC (nor any
of their respective employees, agents or advisors) shall make any public
statement concerning the Litigation or the merits thereof or the positions taken
by the parties in connection therewith. During such time period the
Shareholders (and their agents and advisors) shall make no disparaging public
statement with respect to PPC, any of its directors, officers, employees or any
of the Shareholders, and PPC (and its employees, agents and advisors) shall make
no disparaging comments concerning any of the Shareholders.

(j) Best Efforts. Each of the parties hereto agrees to use best
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable to consummate and to make
effective the transactions contemplated by this Agreement.

(k) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first above written.

THE PULITZER PUBLISHING
COMPANY

By /S/ Xxxxxxx X. Xxxxxxxx
------------------------
Title: President

THE SHAREHOLDERS
----------------
/s/ Xxxxx X. Xxxxxxx
--------------------------
Xxxxx X. Xxxxxxx

*T. Xxxxxxx Xxxxxxx

*Xxxx Xxxxx X. Xxxxxxx

*By /s/ Xxxxx X. Xxxxxxx
------------------------
Xxxxx X. Xxxxxxx,
Attorney-in-fact

/s/ Xxxxxx X. Xxxxxxxxxx
------------------------
Xxxxxx X. Xxxxxxxxxx

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EXHIBIT I

TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW
THAT The Pulitzer Publishing Company, Xxxxxx Xxxxxxxx, Xx., Xxxxx X. Xxxxx,
Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxxxxx, Xxxxxx X. Xxxxxxx, Xxx X. Xxxxxx,
Xxxxxxxx X. Xxxxxxxx, Xxxxxx Xxxxx, Xxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxx X. Xxxxx,
Xxxxx X. Xxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx, XX, Xxxxxxxxx Xxxxxxxx, Xxxxxxx
X. Xxxxxxxx, Xx., Xxxxxx X. Xxxxxxxx, A. Xxxx X'Xxxxxxxxx, as Trustee under
agreement made by Xxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, T. Xxxxxxx Xxxxxxx, Xxxx
Xxxxx Pulitzer Xxxxxxx, Xxxxxx X. Xxxxxxxxxx, Xxxx Xxxxx, Xxxxxxx X. Xxxxxxx,
Xxxxxxx X. Xxxxx, XX, Xxxxxxx X. Xxxx, Xxxxxx X. Xxxx, Xxxxx X. Xxxx, Xxxxxxx X.
Xxxx and Manufacturers Hanover Trust Company, Trustees under Indenture of Hope
X. Xxxxxx, Manufacturers Hanover Trust Company, Trustee under Trust for benefit
of Xxxxxxx X. Xxxxx, XX, Xxxx Xxxx, A. Xxxxxx Xxxxxxx, The Xxxxx Foundation,
Inc., Mariemont Corporation, Z Press, Inc. and Taubman Media, Inc., as
RELEASORS, in consideration of the sum of one dollar and other good and valuable
consideration, receipt whereof is hereby acknowledged, release and discharge The
Pulitzer Publishing Company, Xxxxxx Xxxxxxxx, Xx., Xxxxx X. Xxxxx, Xxxxxxx X.
Xxxxxxxx, Xxxxx X. Xxxxxxxxxxx, Xxxxxx X. Xxxxxxx, Xxx X. Xxxxxx, Xxxxxxxx X.
Xxxxxxxx, Xxxxxx Xxxxx, Xxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxx X. Xxxxx, Xxxxx X.
Xxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx, XX, Xxxxxxxxx Xxxxxxxx, Xxxxxxx X.
Xxxxxxxx, Xx., Xxxxxx X. Xxxxxxxx, A. Xxxx X'Xxxxxxxxx, as Trustee under
agreement made by Xxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, T. Xxxxxxx Xxxxxxx, Xxxx
Xxxxx Pulitzer Xxxxxxx, Xxxxxx X. Xxxxxxxxxx, Xxxx Xxxxx, Xxxxxxx X. Xxxxxxx,
Xxxxxxx X. Xxxxx, XX, Xxxxxxx X. Xxxx, Xxxxxx X. Xxxx, Xxxxx X. Xxxx, Xxxxxxx X.
Xxxx and Manufacturers Hanover Trust Company, Trustees under Indenture of Hope
X. Xxxxxx, Manufacturers Hanover Trust Company, Trustee under Trust for benefit
of Xxxxxxx X. Xxxxx, XX, Xxxx Xxxx, A. Xxxxxx Xxxxxxx, The Xxxxx Foundation,
Inc., Mariemont Corporation, Z Press, Inc. and Taubman Media, Inc., the
RELEASEES, RELEASEES' heirs, executors, administrators, shareholders, directors,
officers, successors and assigns from all actions, causes of action, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims, and demands
whatsoever, in law, admiralty or equity, against the RELEASEES, which the
RELEASORS, RELEASORS' heirs, executors, administrators, successors and assigns
ever had, now have or

hereafter can, shall or may, have for, upon, or by reason of any matter, cause
or thing whatsoever from the beginning of the world to the day of the date of
this RELEASE including, without limitation, all claims which RELEASORS ever had,
now have or hereafter can, shall or may, have for, upon or by reason of or
arising from or relating to any of the facts, counts, claims and causes of
action alleged or otherwise asserted in the actions entitled Xxxxxxx X. Xxxxx,
XX et al. v. Xxxxxx Xxxxxxxx, Xx. et al., Civil Action No. 86-0658C(3) filed
March 31, 1986 and currently pending in the United States District Court for the
Eastern District of Missouri, Eastern Division and Taubman Media, Inc. et al. v.
The Pulitzer Publishing Co. et al., Civil Action No. 864-263, filed May 15,
1986 and currently pending in the Circuit Court of the City of St. Louis, State
of Missouri, Division 3.

Whenever the text hereof requires, the use of singular number
shall include the appropriate plural number as the text of the within instrument
may require.

This RELEASE may not be changed orally.

Date of
Execution
-------------

THE PULITZER PUBLISHING COMPANY

By
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XXXXXX XXXXXXXX, XX.

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XXXXX X. XXXXX

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XXXXXXX X. XXXXXXXX

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XXXXX X. XXXXXXXXXXX

----------------------- ------------- --------------------------------------
XXXXXX X. XXXXXXX

----------------------- ------------- --------------------------------------
XXX X. XXXXXX

-2-

----------------------- ------------- --------------------------------------
XXXXXXXX X. XXXXXXXX

----------------------- ------------- --------------------------------------
XXXXXX XXXXX

----------------------- ------------- --------------------------------------
XXXXX XXXX

----------------------- ------------- --------------------------------------
XXXXX XXXXXX

----------------------- ------------- --------------------------------------
XXXXXX X. XXXXX

----------------------- ------------- --------------------------------------
XXXXX X. XXXXXXX

----------------------- ------------- --------------------------------------
XXXXX XXXXXX

----------------------- ------------- --------------------------------------
XXXXXX XXXXXXXX, XX

----------------------- ------------- --------------------------------------
XXXXXXXXX XXXXXXXX

----------------------- ------------- --------------------------------------
XXXXXXX X. XXXXXXXX, XX.

----------------------- ------------- --------------------------------------
XXXXXX X. XXXXXXXX

----------------------- ------------- --------------------------------------
A. XXXX X'XXXXXXXXX,
as Trustee under agreement
made by Xxxxx X. Xxxxx

----------------------- ------------- --------------------------------------
XXXXX X. XXXXXXX

----------------------- ------------- --------------------------------------
T. XXXXXXX XXXXXXX

----------------------- ------------- --------------------------------------
XXXX XXXXX PULITZER XXXXXXX

-3-

----------------------- ------------- --------------------------------------
XXXXXX X. XXXXXXXXXX

----------------------- ------------- --------------------------------------
XXXX XXXXX

----------------------- ------------- --------------------------------------
XXXXXXX X. XXXXXXX

----------------------- ------------- --------------------------------------
XXXXXXX X. XXXXX, XX

----------------------- ------------- --------------------------------------
XXXXXXX X. XXXX

----------------------- ------------- --------------------------------------
XXXXXX X. XXXX

----------------------- ------------- --------------------------------------
XXXXX X. XXXX

----------------------- ------------- --------------------------------------
XXXXXXX X. XXXX, as
Trustee under Indenture
of Hope X. Xxxxxx

----------------------- ------------- MANUFACTURERS HANOVER TRUST
COMPANY, as Trustee under
Indenture of Hope X. Xxxxxx

By
-----------------------------------

----------------------- ------------- MANUFACTURERS HANOVER TRUST
COMPANY, as Trustee under
Trust for benefit of Xxxxxxx
X. Xxxxx, XX

By
-----------------------------------

----------------------- ------------- --------------------------------------
XXXX XXXX

----------------------- ------------- --------------------------------------
A. XXXXXX XXXXXXX

-4-

----------------------- ------------- THE XXXXX FOUNDATION, INC.

By
------------------------------------

----------------------- ------------- MARIEMONT CORPORATION

By
------------------------------------

----------------------- ------------- Z PRESS, INC.

By
------------------------------------
TAUBMAN MEDIA, INC.

By
------------------------------------

-5-
20
On September _, 1986, appeared before me the above
named_________________________ of The Pulitzer Publishing Company and
acknowledged the foregoing Release to be the free and voluntary act and deed of
said corporation.

_____________________________

On September _, 1986, came Xxxxxx Xxxxxxxx, Xx. to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxx X. Xxxxx to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxxxx X. Xxxxxxxx, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxx X. Xxxxxxxxxxx to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

On September __, 1986, came Xxxxxx X. Xxxxxxx to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

-6-

On September _, 1986, came Xxx X. Xxxxxx to me known and known to
me to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxxxxx X. Xxxxxxxx, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxxx Xxxxx to me known and known to
me to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxx Xxxx to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxx Xxxxxx to me known and known to
me to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxxx 0. Grams, to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.

_____________________________

-7-

On September _, 1986, came Xxxxx X. Xxxxxxx to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxx Xxxxxx to me known and known to
me to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxxx Xxxxxxxx, XX, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxxxxxx Xxxxxxxx, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxxxx X. Xxxxxxxx, Xx., to me known
and known to me to be the individual described in, and who executed the
foregoing Release and duly acknowledged to me that. he executed the same.

_____________________________

On September _, 1986, came Xxxxxx X. Xxxxxxxx, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

-8-

On September _, 1986, came A. Xxxx X'Xxxxxxxxx Trustee, to me
known and known to me to be the individual described in, and who executed the
foregoing Release and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxx X. Xxxxxxx, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came T. Xxxxxxx Xxxxxxx, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxx Xxxxx Pulitzer Xxxxxxx, to me
known and known to me to be the individual described in, and who executed the
foregoing Release and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxxx X. Xxxxxxxxxx, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxx Xxxxx, to me known and known to
me to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.

_____________________________

-9-

On September _, 1986, came Xxxxxxx X. Xxxxxxx, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged edged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxxxx X. Xxxxx, XX, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

On September _ 1986, came Xxxxxxx X. Xxxx, to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxxx X. Xxxx, to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxx X. Xxxx, to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came Xxxxxxx X. Xxxx, Trustee, to me known
and known to me to be the individual described in, and who executed the
foregoing Release and duly acknowledged to me that he executed the same.

_____________________________

-10-

On September _, 1986, appeared before me the above named
___________________ of Manufacturers Hanover Trust Company and acknowledged the
foregoing release to be the free and voluntary act and deed of said corporation,
acting as Trustee.

_____________________________

On September _,1986, came Xxxx Xxxx to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, came A. Xxxxxx Xxxxxxx to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.

_____________________________

On September _, 1986, appeared before me the above named
_______________________of The Xxxxx Foundation, Inc. and acknowledged the
foregoing release to be the free and voluntary act and deed of said corporation.

_____________________________

On September _, 1986, appeared before me the above named of
_______________________ Mariemont Corporation and acknowledged the foregoing
release to be the free and voluntary act and deed of said corporation.

_____________________________

-11-

On September _, 1986, appeared before me the above
named_________________________ of Z Press, Inc. and acknowledged the foregoing
release to be the free and voluntary act and deed of said corporation.

_____________________________

On September _, 1986, appeared before me the above named
__________________________ of Taubman Media, Inc. and acknowledged the
foregoing release to be the free and voluntary act and deed of said corporation.

_____________________________

-12-

EXHIBIT II
----------

CONSENT AND WAIVER
OF SHAREHOLDER OF THE PULITZER PUBLISHING COMPANY
-------------------------------------------------

I, , as a stockholder of The Pulitzer
Publishing Company, a Missouri corporation (the "Company"), having received (1)
Notice of Proposed Settlement, Settlement Hearing and Right to Appear in the
action entitled Xxxxx et al. v. Pulitzer et al., pending in the United States
District Court, Eastern District of Missouri, Eastern Division, Civil Action No.
86.0658-C-3, and (2) notice of the settlement and proposed dismissal of the
action entitled Taubman Media, Inc. et al. v. The Pulitzer Publishing Company et
al., pending in the Missouri Circuit Court, Twenty-Second Judicial Circuit (St.
Louis City), Cause No. 864-00263, Division No. 3, hereby consent to the
dismissal with prejudice of these two actions, including all derivative claims
asserted in these actions on behalf of the Company and its shareholders, and I
hereby waive any and all rights to further notice of such dismissals to object
to or appeal such dismissals and to have any hearing on such dismissals.

Dated: September , 1986 _____________________________

XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )

On the day of September, 1986 before me personally
came , to me known, and known to me to be the individual
described in, and who executed the foregoing instrument, and he acknowledged to
me that he executed the same.

_____________________________
Notary Public

[Seal]

-2-

EXHIBIT III

IN THE CIRCUIT COURT OF THE CITY OF ST. LOUIS
STATE OF MISSOURI

TAUBMAN MEDIA, INC., et al., )
)
Plaintiffs, )
)
) Cause No. 864-00263
)
V. )
)
) Division No. 3
THE PULITZER PUBLISHING )
COMPANY, et al., )
)
Defendants. )

STIPULATION OF DISMISSAL
------------------------

Come now all plaintiffs and all defendants, acting by and through
their respective counsel, and pursuant to Rule 67.01 and other applicable
Missouri Rules of Civil Procedure, hereby stipulate to the dismissal with
prejudice of all claims contained in the Petition for Declaratory Judgment,
Injunction and Damages, as amended, and all claims contained in plaintiffs'
Amended Verified Petition for Declaratory Judgment, Injunctive Relief and
Damages, and all other claims filed or which could have been filed herein.

Attached hereto and incorporated by reference are consents to the
dismissal of this action executed by all shareholders of The Pulitzer Publishing
Company and all parties hereto verifying that all shareholders of the Company
consent to the dismissal with prejudice of this action, including all derivative
claims asserted in this action on behalf of The

Pulitzer Publishing Company and its shareholders, and agree to waive any and all
rights to further notice of such dismissal, to object to or appeal such
dismissal and to have any hearing on such dismissal.

ARMSTRONG, TEASDALE, XXXXXX XXXX MIRO & WEINER
& XXXXXXX

By:_________________________ By:___________________________
Xxxx X. Xxxx Xxxxxx Aviv
000 Xxxxx Xxxxxx Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000 000 Xxxxx Xxxxxxxx Xxx.
(000) 000-0000 Bloomfield Hills, MI
(000) 000-0000

Attorneys for Plaintiffs

BRYAN, CAVE, XxXXXXXXXX & SHEARMAN & XXXXXXXX
XxXXXXXXX

By:_________________________ By:___________________________
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx
J. Xxxxxx Xxxxxx Xxxxxxx X. Xxxxx
000 Xxxxx Xxxxxxxx 00 Xxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 (000) 000-0000

KOHN, SHANDS, XXXXXX XXXXX XXXX & XXXXXXXX
XXXXXXXXXXX & XXXXXX

By:__________________________ By:___________________________
Xxxx X. Xxxx Xxxxxx X. Xxxxxxxxx
000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000 One Chase Manhattan Plaza
(000) 000-0000 XXX XXXX, XXX Xxxx 00000
(000) 000-0000

Attorneys for Defendants

IN THE CIRCUIT COURT OF THE CITY OF ST. LOUIS
STATE OF MISSOURI

TAUBMAN MEDIA, INC., et al., )
)
Plaintiffs, )
) Cause No. 864-00263
v. )
THE PULITZER PUBLISHING ) Division No. 3
COMPANY, et al., )
)
Defendants. )

ORDER
-----

Pursuant to the attached Stipulation Of Dismissal and the
consents of all the shareholders of The Pulitzer Publishing Company attached
thereto, thereby satisfying all provisions and requirements of Rule 52.09 of
the Missouri Rules of Civil Procedure, it is hereby ordered:

1. That this action and all claims contained in the Petition for
Declaratory Judgment, Injunctive Relief and Damages, as amended, and all claims
contained in plaintiffs' Amended Verified Petition for Declaratory Judgment,
Injunctive Relief and Damages, and all other claims filed herein are dismissed
with prejudice.

2. Each party shall bear its own costs.

SO ORDERED:

DATE:
______________________________________
Xxxxxxxxx Xxxx X. Xxxxxxxx
Circuit Judge

EXHIBIT IV

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION

XXXXXXX X. XXXXX, XX, XXXXXX X. )
XXXX, XXXXXXX X. XXXX, XXXXX X. )
XXXX, XXXX XXXXX PULITZER XXXXXXX, )
T. XXXXXXX XXXXXXX and XXXXX X. )
XXXXXXX, )
)
Plaintiffs, )
)
v. )
XXXXXX XXXXXXXX, XX., XXXXX X. ) Cause No. 86-0658-C(3)
XXXXX, XXXXXXX X. PULITZER, )
XXXXX X. XXXXXXXXXXX, XXXXXX X. )
XXXXXXX, XXX X. XXXXXX, )
XXXXXXXX X. XXXXXXXX, XXXXXX )
XXXXX, XXXXX XXXX, XXXXX XXXXXX, )
XXXXXX XXXXX, XXXXX XXXXXXX, )
XXXXX XXXXXX and THE PULITZER )
PUBLISHING COMPANY, )
)
Defendants. )

STIPULATION OF DISMISSAL
------------------------

Come now all plaintiffs, all defendants, and Taubman Media, Inc.,
having appeared in this action as a shareholder of The Pulitzer Publishing
Company to object to the proposed settlement of the captioned action, acting by
and through their respective counsel, and pursuant to Rule 41 and other
applicable Federal Rules of Civil Procedure, hereby stipulate to the withdrawal
of all requests for additional discovery and of all objections to the settlement
of this action, and further stipulate to the dismissal with prejudice of all
claims and counterclaims filed or which could have been filed herein.

Attached hereto and incorporated by reference are consents to the
dismissal executed by all shareholders of The Pulitzer Publishing Company,
including all parties hereto,

verifying that all shareholders of the Company consent to the dismissal with
prejudice of this action, including all derivative claims asserted in this
action on behalf of The Pulitzer Publishing Company and its shareholders, and
agree to waive any and all rights to further notice of such dismissal, to object
to or appeal such dismissal and to have an hearing on such dismissal.

KOHN, SHANDS, XXXXXX XXXXX XXXX & XXXXXXXX
XXXXXXXXXXX & XXXXXX

By:___________________________ By:_________________________
Xxxx X. Xxxx Xxxxxx X. Xxxxxxxxx
000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000 One Chase Manhattan Plaza
(000) 000-0000 Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000

Attorneys for Plaintiffs

BRYAN, CAVE, XxXXXXXXXX & SHEARMAN & XXXXXXXX
XxXXXXXXX

By:___________________________ By:_________________________
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx
J. Xxxxxx Xxxxxx Xxxxxxx X. Xxxxx
000 Xxxxx Xxxxxxxx 00 Xxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 (000) 000-0000

Attorneys for Defendants-Counterclaimants

ARMSTRONG, TEASDALE, XXXXXX XXXX MIRO & WEINER
& XXXXXXX

By:___________________________ By:_________________________
Xxxx X. Xxxx Xxxxxx Aviv
000 Xxxxx Xxxxxx Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000 000 Xxxxx Xxxxxxxx Xxx.
(314) 621-5070 Bloomfield Hills, MI
(000) 000-0000

Attorneys for Objecting
Shareholder, Taubman Media, Inc.

XXXXXX XXXXXX XXXXXXXX XXXXX
XXXXXXX XXXXXXXX XX XXXXXXXX
EASTERN DIVISION

XXXXXXX X. XXXXX, XX, XXXXXX X. )
XXXX, XXXXXXX X. XXXX, XXXX X. )
XXXX, XXXX XXXXX PULITZER XXXXXXX, )
T. XXXXXXX XXXXXXX and XXXXX X. )
XXXXXXX, )
)
Plaintiffs, )
)
v. )
)
XXXXXX XXXXXXXX, XX., XXXXX X. ) Cause No. 86-0658-C(3)
XXXXX, XXXXXXX X. PULITZER, )
XXXXX X. XXXXXXXXXXX, XXXXXX X. )
XXXXXXX, XXX X. XXXXXX, )
XXXXXXXX X. XXXXXXXX, XXXXXX )
XXXXX, XXXXX XXXX, XXXXX XXXXXX, )
XXXXXX XXXXX, XXXXX XXXXXXX, )
XXXXX XXXXXX and THE PULITZER )
PUBLISHING COMPANY )
)
Defendants. )

ORDER.
------

Pursuant to the attached Stipulation Of Dismissal and the
consents of all the shareholders of The Pulitzer Publishing Company attached
thereto, thereby satisfying all provisions and requirements of Rule 23.1 of the
Federal Rules of Civil Procedure, it is hereby ordered:

1. That this action and all claims and counterclaims filed herein
are dismissed with prejudice.

2. Each party shall bear its own costs.

SO ORDERED:

DATE: ______________________________
Xxxxxxx X. Xxxxxxx
District Judge

SCHEDULE I
----------

Issuable
Name Number of Shares Common Shares
---- ---------------- -------------

Xxxxx X. Xxxxxxx 11,003,840 1,100,384
Five Xxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000

T. Xxxxxxx Xxxxxxx 11,003,840 1,100,384
Five Xxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000

Xxxx Xxxxx X. Xxxxxxx 4,411,400 441,140
000 Xxxxx Xxxxx Xxxx
Xxxx Xxxxx, XX 00000

Xxxxxx X. Xxxxxxxxxx 4,466,200 446,620
c/o Xxxx X. Xxxxx
000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000

SCHEDULE II

1. Note Agreement between PPC and The Prudential Insurance Company of America
dated October 16, 1978, as amended.

2. Revolving Credit Agreement between PPC and Mercantile Bank, National
Association, dated April 28, 1986. ($25,000,000).

3. Line of Credit Agreement between PPC and Mercantile Bank, National
Association, date April 28, 1986. ($15,000,000).

SCHEDULE III

Shareholder Purchase Price
----------- -------- -----

Xxxxx X. Xxxxxxx $32,425,628.98

T. Xxxxxxx Xxxxxxx $32,425,628.98

Xxxx Xxxxx X. Xxxxxxx $12,999,318.39

Xxxxxx X. Xxxxxxxxxx $13,160,800.61

-2-

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AGREEMENT

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