SCRIPPS TAX MATTERS AGREEMENT Dated as of July 30, 2014 by and among THE E. W. SCRIPPS COMPANY, on the one hand, and DESK SPINCO, INC. and BOAT NP NEWCO, INC., on the other handTax Matters Agreement • July 31st, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
THIS SCRIPPS TAX MATTERS AGREEMENT (this “Agreement”) is dated as of the 30th day of July, 2014, by and among (i) The E. W. Scripps Company, an Ohio corporation (“Scripps”), on the one hand, and (ii) Desk Spinco, Inc., a Wisconsin corporation and an indirect subsidiary of Scripps (“Scripps Spinco”), and Boat NP Newco, Inc., a Wisconsin corporation (“Newco”), on the other hand. Capitalized terms used in this Agreement are defined as set forth in Section 1.01.
JOURNAL TAX MATTERS AGREEMENT Dated as of July 30, 2014 by and among DESK BC MERGER, LLC, as successor in interest to JOURNAL COMMUNICATIONS, INC., and JOURNAL COMMUNICATIONS, INC., on the one hand, and BOAT SPINCO, INC. and BOAT NP NEWCO, INC., on...Tax Matters Agreement • July 31st, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
THIS JOURNAL TAX MATTERS AGREEMENT (this “Agreement”) is dated as of the 30th day of July, 2014, by and among (i) Desk BC Merger, LLC, a Wisconsin limited liability company (“Scripps LLC”) as successor in interest to Journal Communications Inc., a Wisconsin corporation (“Journal”), and Journal, on the one hand, and (ii) Boat NP Newco, Inc., a Wisconsin corporation (“Newco”), and Journal Spinco, Inc., a Wisconsin corporation and an indirect subsidiary of Journal (“Journal Spinco”), on the other hand. Capitalized terms used in this Agreement are defined as set forth in Section 1.01.
MASTER TRANSACTION AGREEMENT Dated as of July 30, 2014 by and among The E. W. Scripps Company, Scripps Media, Inc., Desk Spinco, Inc., Desk NP Operating, LLC, Desk NP Merger Co., Desk BC Merger, LLC, Journal Communications, Inc., Boat Spinco, Inc.,...Master Transaction Agreement • July 31st, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
THIS MASTER TRANSACTION AGREEMENT (this “Agreement”), dated July 30, 2014, is by and among The E. W. Scripps Company, an Ohio corporation (“Scripps”), Scripps Media, Inc., a Delaware corporation and wholly owned subsidiary of Scripps (“SMI”), Desk Spinco, Inc., a Wisconsin corporation and wholly owned subsidiary of SMI (“Scripps Spinco”), Desk NP Operating, LLC, a Wisconsin limited liability company and wholly owned subsidiary of SMI (“SNOC”), Desk BC Merger, LLC, a Wisconsin limited liability company and wholly owned subsidiary of Scripps (“Scripps Broadcast Merger, LLC”), Journal Communications, Inc., a Wisconsin corporation (“Journal”), Boat Spinco, Inc., a Wisconsin corporation and wholly owned subsidiary of Journal (“Journal Spinco”), Boat NP Newco, Inc., a Wisconsin corporation (“Newco”), Desk NP Merger Co., a Wisconsin corporation and wholly owned subsidiary of Newco (“Scripps Newspaper Merger Sub”) and Boat NP Merger Co., a Wisconsin corporation and wholly owned subsidiary of N
