INTERCREDITOR AGREEMENTIntercreditor Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
Intercreditor Agreement (this “Agreement”), dated as of January 30, 2012, among DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), LEE ENTERPRISES, INCORPORATED (the “Borrower”) and each of the other Loan Parties (as defined below) from time to time party hereto.
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
This SUBSIDIARY GUARANTY AGREEMENT (this “Subsidiary Guaranty Agreement”), dated as of January 30, 2012, is made jointly and severally by the Persons listed on the signature pages hereof as Subsidiary Guarantors and each of the other Persons that from time to time becomes an Additional Subsidiary Guarantor pursuant to the terms of Section 11 hereof (each a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors”), in favor of each of the holders from time to time of the Notes issued under the Note Agreement referred to below (each a “Beneficiary”, and collectively, the “Beneficiaries”). Capitalized terms used but not defined herein shall have the meanings given to them in the Note Agreement referred to below.
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified and/or supplemented from time to time, this “Agreement”), dated as of January 30, 2012 made by each of the undersigned (each, a “Party” and, together with any entity that becomes a party to this Agreement pursuant to Section 9 hereof, the “Parties”) and Wilmington Trust, National Association, as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”), for the benefit of the Senior Creditors (as defined below). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Loan Agreement referred to below.
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified and/or supplemented from time to time, this “Agreement”), dated as of January 30, 2012, made by each of the undersigned (each, a “Party” and, together with any entity that becomes a party to this Agreement pursuant to Section 9 hereof, the “Parties”) and Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”), for the benefit of the Senior Creditors (as defined below). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement referred to below.
PLEDGE AGREEMENTPledge Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
PLEDGE AGREEMENT, dated as of January 30, 2012 (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), made by each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 30 hereof, the “Pledgors”) in favor of Wilmington Trust, National Association, as Collateral Agent (together with any successor Collateral Agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Loan Agreement (as defined below) shall be used herein as therein defined.
ST. LOUIS POST-DISPATCH LLC ADJUSTABLE RATE SENIOR NOTES DUE DECEMBER 31, 2015 NOTE AGREEMENT Dated as of January 30, 2012Note Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
The Company entered into a certain Note Agreement, dated as of May 1, 2000, by and among the Company and each of the holders of notes issued thereunder, as amended by (a) that certain Amendment No. 1 to Note Agreement, dated as of November 23, 2004, (b) that certain Amendment No. 2 to Note Agreement, dated as of February 1, 2006, (c) that certain Amendment No. 3 to Note Agreement, dated as of November 19, 2008, (d) that certain Amendment No. 4 and First Amendment to Limited Waiver to Note Agreement and Guaranty Agreement, dated as of January 16, 2009, (e) that certain Limited Waiver and Amendment No. 5 to Note Agreement, dated as of February 18, 2009, (f) that certain Amendment No. 6 to Note Agreement, dated as of April 6, 2011 and (g) that certain Amendment No. 7 to Note Agreement, dated as of November 7, 2011 (as so amended and in effect immediately prior to the Petition Date (as defined below), the “Prepetition Note Agreement”), pursuant to which, among other things, the Company iss
EXIT CREDIT AGREEMENT among LEE ENTERPRISES, INCORPORATED, VARIOUS LENDERS and DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADMINISTRATIVE AGENT and COLLATERAL AGENT Dated as of January 30, 2012 DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACHS LENDING...Exit Credit Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
The undersigned, Lee Enterprises, Incorporated, a Delaware corporation (the “Borrower”), refers to the Exit Credit Agreement, dated as of January 30, 2012 (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among the Borrower, the lenders from time to time party thereto (each, a “Lender” and collectively, the “Lenders”), Deutsche Bank Securities Inc. and Goldman Sachs Lending Partners LLC, as Joint Lead Arrangers and Joint Book Running Managers, and you, as Administrative Agent and Collateral Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section [2.03(a)] [2.03(b)(i)] of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section [2.03(a)] [2.03(b)(i)] of the Credit A
SECURITY AGREEMENTSecurity Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
This SECURITY AGREEMENT (together with all exhibits and schedules hereto, as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 30, 2012 is made by PULITZER INC., a Delaware corporation (together with its successors and assigns, the “Company”), ST. LOUIS POST-DISPATCH LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), and each Subsidiary of the Company on the signature pages hereto (collectively, the “Initial Subsidiary Grantors”) and each of the other Persons (as defined below) that from time to time becomes an “Additional Grantor” pursuant to Section 12(m) of this Agreement (each, a “Grantor” and, collectively, the “Grantors”) in favor of the Collateral Agent, on behalf and for the benefit of the Secured Parties (as each such term is defined below).
SUBSIDIARIES GUARANTYSubsidiaries Guaranty • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
SUBSIDIARIES GUARANTY (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), dated as of January 30, 2012 made by and among each of the undersigned guarantors (each, a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 22 hereof, collectively, the “Guarantors”) in favor of Wilmington Trust, National Association, as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Loan Agreement (as defined below) shall be used herein as therein defined.
PLEDGE AGREEMENTPledge Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
ADDITIONAL PLEDGOR: Reference is made to that certain Pledge Agreement, dated as of January 30, 2012 (as the same may from time to time be amended, restated, supplemented or otherwise modified, the “Pledge Agreement”), made by Pulitzer Inc. (the “Company”), St. Louis Post-Dispatch LLC (the “Borrower”) and certain other Affiliates and Subsidiaries of the Company, each identified as Pledgors therein, in favor of the Collateral Agent identified therein, on behalf and for the benefit of the Secured Parties identified therein. Capitalized terms not defined in this Joinder Agreement shall have the meanings given to them in the Pledge Agreement. The undersigned acknowledges and agrees it is (or, concurrently with the execution and delivery of this Joinder Agreement, will become) a Pledgor and that, by its execution and delivery of this Joinder Agreement to the Collateral Agent, it hereby joins and for all purposes becomes a Pledgor under and a party to the Pledge Agreement, and does hereby pl
PULITZER INC. GUARANTY AGREEMENT Dated as of January 30, 2012Guaranty Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
THIS GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of January 30, 2012 by PULITZER INC., a Delaware corporation (the “Guarantor”), in favor of the holders from time to time of the Notes issued under the below-described Note Agreement.
SECOND LIEN LOAN AGREEMENT among LEE ENTERPRISES, INCORPORATED, VARIOUS LENDERS and WILMINGTON TRUST, NATIONAL ASSOCIATION, as ADMINISTRATIVE AGENT and COLLATERAL AGENT Dated as of January 30, 2012 DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACHS...Second Lien Loan Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
PLEDGE AGREEMENTPledge Agreement • February 3rd, 2012 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of January 30, 2012, made by each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 30 hereof, the “Pledgors”) in favor of Deutsche Bank Trust Company Americas, as collateral agent (together with any successor collateral agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
