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EXHIBIT 10.3
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "License Agreement") is made as of the 1st day
of May, 2000, by and between PULITZER INC., a Delaware corporation ("Licensor"),
and ST. LOUIS POST-DISPATCH LLC, a Delaware limited liability company
("Licensee").
WHEREAS, Licensor, Pulitzer Technologies, Inc., a Delaware corporation
("PTI"), The Herald Company, Inc., a New York corporation ("Herald"), and
Licensee have entered into a Joint Venture Agreement, dated as of May 1, 2000
(the "Joint Venture Agreement"), pursuant to which Pulitzer, PTI and Herald have
agreed to contribute to Licensee their respective interests in certain assets
and liabilities relating to the St. Louis Post-Dispatch in exchange for equity
interests in Licensee; and
WHEREAS, the Joint Venture Agreement provides that Licensor shall grant to
Licensee a license as hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements herein contained, the parties agree as follows:
1. Grant of License. Licensor hereby grants Licensee a royalty-free
license and right (which license and right shall be exclusive against all
persons and entities, except for Licensor and its Affiliates, as that term is
defined in the Joint Venture Agreement), to use (A)(i) the whole or any part of
the name, title and masthead of the St. Louis Post-Dispatch, together with (ii)
the phrase "Founded By Joseph Pulitzer, December 12, 1878" in the manner set
forth in Exhibit A hereto, (iii) the names "Joseph Pulitzer", "Joseph Pulitzer",
"Joseph Pulitzer" and "Michael E. Pulitzer" in the manner set forth in Exhibit B
hereto and (iv) the statement of the platform of the Post-Dispatch, but only
together with the bust of Joseph Pulitzer, the phrase "The Post-Dispatch
Platform" and the phrase "Joseph Pulitzer, April 10, 1907" in the manner set
forth in Exhibit C hereto; (B) all intangible rights and privileges of whatever
kind belonging or incidental to the foregoing, including any and all copyrights
and trademarks relating thereto and (C) any and all copyrights in the issues of
the St. Louis Post-Dispatch published before, on or after the date hereof and
the right to reprint all or any part thereof (collectively, the "Names and Other
Rights").
2. Term. The term of this License shall remain in effect for so long as
and only for so long as Licensee is in existence and actively conducting the
various activities of the St. Louis Post-Dispatch.
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3. Subsequent Event. If Licensor shall assign its Interest (as defined in
the Operating Agreement) to Herald or its permitted successor or assignee
pursuant to Section 1(a) of the Indemnity Agreement of even date herewith
between Licensor and Herald, Licensor shall simultaneously assign all its right,
title and interest in and to the Names and Other Rights to Herald or its
permitted successor or assignee.
4. Control by Licensor. Licensor shall maintain quality control of the
manner in which the Names and Other Rights are used by Licensee. To assure
Licensee's compliance with this Agreement, Licensee shall (i) provide Licensor,
from time to time but not less than annually, with such samples of Licensee's
use of the Names and Other Rights as Licensor shall request and (ii) promptly
comply with any changes in its manner of use of the Names and Other Rights as
Licensor, in writing, shall request consistent with the terms and provisions
hereof.
5. Maintenance and Renewal. Licensor shall be responsible for, and
Licensee shall cooperate with and assist Licensor in, maintaining and renewing
all copyright and trademark protection and registration of the Names and Other
Rights.
6. Default. If, for a period of six consecutive months, Licensee fails to
use the Names and Other Rights in conducting the various activities of the St.
Louis Post-Dispatch, or if Licensee becomes insolvent, or if Licensee initiates
proceedings in any court under any bankruptcy, reorganization or similar law or
for the appointment of a trustee or receiver of Licensee's property, or if
Licensee is adjudicated a bankrupt or debtor under any bankruptcy,
reorganization or similar law, or if there shall be a default in the performance
of any agreement herein contained on the part of Licensee and such default
remains uncured for more than 180 days after written notice of such default is
given by Licensor, this License Agreement (if Licensor so elects by written
notice to Licensee) shall immediately thereupon become null and void, and
Licensee shall have no further right to use of the Names and Other Rights.
7. Assignment and Sublicense. Licensee shall not, without Licensor's
prior written consent, directly or indirectly, assign or sublicense its rights
hereunder.
8. Indemnification. Licensor agrees to indemnify and hold Licensee and
its officers, agents and employees harmless from and against any and all claims,
actions, liabilities, losses, damages, costs and expenses, including reasonable
attorneys' fees, arising out of any claim that Licensor did not have the right
and power to enter into and perform this License Agreement and to license the
Names and Other Rights to Licensee as provided in this License Agreement without
infringing the rights of any third party. Licensee shall notify Licensor
promptly of any adverse use or infringement of the use of the Names and Other
Rights by any third parties and assist Licensor in all reasonable ways in the
protection thereof. Subject to the first sentence of this Section 7, Licensor
shall not be liable to Licensee for any loss or liability suffered by Licensee
by reason of Licensee's use of the Names and Other Rights or by reason of any
infringement thereof by any third parties unless caused by Licensor.
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9. Waivers. No assent, express or implied, by either party hereto, to any
breach of any of the other party's covenants or agreements shall be deemed or
taken to be a waiver of any succeeding breach of the same covenant or agreement.
10. Notices. All communications and notices between the parties hereto
shall be in writing and given as provided in the Joint Venture Agreement and
addressed as specified therein.
11. Law Governing. This License Agreement shall be governed by, construed
and enforced in accordance with the internal laws of the State of New York,
without giving effect to the conflicts of laws principles thereof.
12. Counterparts. This License Agreement may be executed in counterparts,
each of which shall constitute an original and all of which, when taken
together, shall constitute one agreement, and any party hereto may execute this
License Agreement by signing one or more counterparts hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this License Agreement
as of the day and year first above written.
PULITZER INC.
By: /s/ Ronald H. Ridgway
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Name: Ronald H. Ridgway
Title: Senior Vice President -
Finance
ST. LOUIS POST-DISPATCH LLC
By: /s/ Robin L. Spears
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Name: Robin L. Spears
Title: Vice President - Finance
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EXHIBIT A
FOUNDED BY JOSEPH PULITZER, DECEMBER 12, 1878
ST. LOUIS POST-DISPATCH
JOSEPH PULITZER EDITOR & PUBLISHER ROBERT C. WOODWORTH PRESIDENT & CEO
1878-1911
TERRANCE C.Z. EGGER PUBLISHER
JOSEPH PULITZER EDITOR & PUBLISHER MATTHEW G. KRANER GENERAL MANAGER
1912-1955 --------------------------------------------
JOSEPH PULITZER EDITOR & PUBLISHER
1955-1986 RICHARD K. WEIL, JR. EXECUTIVE EDITOR
CHAIRMAN 1979-1993
ARNIE ROBBINS MANAGING EDITOR
MICHAEL E. PULITZER CHAIRMAN & CEO
1993-1999 CHRISTINE A. BERTELSON EDITORIAL PAGE EDITOR
CHAIRMAN 1999-
VIRGIL TIPTON DEPUTY EDITOR
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EXHIBIT B
FOUNDED BY JOSEPH PULITZER, DECEMBER 12, 1878
ST. LOUIS POST-DISPATCH
JOSEPH PULITZER EDITOR & PUBLISHER ROBERT C. WOODWORTH PRESIDENT & CEO
1878-1911 TERRANCE C.Z. EGGER, PUBLISHER
JOSEPH PULITZER EDITOR & PUBLISHER MATTHEW G. KRANER, GENERAL MANAGER
1912-1955
JOSEPH PULITZER, EDITOR & PUBLISHER
1955-1986 RICHARD K. WEIL, JR., EXECUTIVE EDITOR
CHAIRMAN 1979-1993 ARNIE ROBBINS, MANAGING EDITOR
MICHAEL E. PULITZER, CHAIRMAN & CEO CHRISTINE A. BERTELSON,
EDITORIAL PAGE EDITOR
1993-1998
CHAIRMAN 1999 - VIRGIL TIPTON, DEPUTY EDITOR
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EXHIBIT C
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I KNOW THAT MY RETIREMENT WILL MAKE NO DIFFERENCE IN ITS CARDINAL
PRINCIPLES. THAT IT WILL ALWAYS FIGHT FOR PROGRESS AND REFORM,
NEVER TOLERATE INJUSTICE OR CORRUPTION, ALWAYS FIGHT
[PICTURE]DEMAGOGUES OF ALL PARTIES, NEVER BELONG TO ANY PARTY, ALWAYS
OPPOSE PRIVILEGED CLASSES AND PUBLIC PLUNDERERS, NEVER LACK
SYMPATHY WITH THE POOR, ALWAYS REMAIN DEVOTED TO THE PUBLIC
WELFARE, NEVER BE SATISFIED WITH MERELY PRINTING NEWS, ALWAYS BE
DRASTICALLY INDEPENDENT, NEVER BE AFRAID TO ATTACK WRONG,
WHETHER BY PREDATORY PLUTOCRACY OR PREDATORY POVERTY.
THE POST-DISPATCH PLATFORM JOSEPH PULITZER, APRIL 10, 1907