1
EXHIBIT 10.5
May 12, 1986
Xxxxx X. Xxxxxxx
T. Xxxxxxx Xxxxxxx
Xxxx Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxxxx
c/o Xxxxx X., Xxxxxxx
Fore River Company
0 Xxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxx 00000
Dear Sirs and Mesdames:
This letter will confirm our agreement as follows:
1. You (the "Shareholders") shall seek an adjournment of the civil
action entitled Xxxxx v. Pulitzer, Civil No. 86-06380-C-3 (the
"Litigation") until May 20, 1986, which The Pulitzer Publishing Company
(the "Company") shall support.
2. If the Shareholders are released from the Option and Voting
Agreement dated as of January 21, 1986, an amended, with Taubman Media,
Inc. and A. Xxxxxx Xxxxxxx prior to September 30, 1986 and are free to
deliver to the Company valid title to the shares of common stock of the
Company that are subject to such Agreement, free and clear of any liens,
charges and encumbrances, you and the Company agree to enter into an
agreement to purchase such shares substantially on the terms set forth in
the attached agreement.
3. If prior to May 20, 1986 the Shareholders ask the Company to
join the Shareholders in seeking dismissal of all claims in the Litigation
with prejudice, the Company agrees to do so. If on or after May 20, 1986,
the Shareholders proceed with a trial in connection with the Litigation or
fail to withdraw their opposition to the Company's pending motion for
summary judgment with regard to certain claims by the Shareholders in the
Litigation, the Company shall no longer be obligated to enter into an
agreement to purchase the Shareholders' shares as provided in paragraph 2
above.
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Xxxxx X. Xxxxxxx
T. Xxxxxxx Xxxxxxx
Xxxx Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxxxx 2 May 12, 1986
4. During the period from the date hereof through May 13, 1987,
each of the parties hereto agrees not to 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 as required by law and 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,
each of the parties hereto agrees not to 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 the Company, any of its employees or any
of the defendants to the Litigation and the Company (and its employees,
agents and advisors) shall make no disparaging comments concerning any of
the Shareholders.
The terms of this letter agreement shall terminate upon such time
as the Company is no longer obligated to enter into an agreement to purchase the
Shareholders' shares as provided in paragraph 2 above.
It the foregoing correctly sets forth our agreement, please so
indicate by signing below.
Very truly yours,
THE PULITZER PUBLISHING COMPANY
BY /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Director
Accepted and Agreed:
Xxxxx X. Xxxxxxx
T. Xxxxxxx Xxxxxxx
Xxxx Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxxxxxxxx Xxxxx
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Xxxxxxxxxxx Xxxxx
Attorney-in-fact
