INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • April 4th, 2014 • 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 March 31, 2014, 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.
PARI PASSU INTERCREDITOR AGREEMENTPassu Intercreditor Agreement • April 4th, 2014 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
PARI PASSU INTERCREDITOR AGREEMENT dated as of March 31, 2014, (this “Agreement”), among LEE ENTERPRISES, INCORPORATED, a Delaware corporation (the “Borrower”), the other GRANTORS party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent with respect to the Revolving Credit Facility (together with its successors and assigns, in such capacity, the “Revolving Agent”) and as collateral agent for the Revolving Secured Parties (together with its successors and assigns, in such capacity, the “Revolving Collateral Agent”), JPMORGAN CHASE BANK, N.A., as administrative agent with respect to the Term Loan Facility (together with its successors and assigns, in such capacity, the “Term Loan Agent”) and as collateral agent for the Term Loan Secured Parties (together with its successors and assigns, in such capacity, the “Term Loan Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely in its capacity as Trustee under the Notes Indenture (together with
JUNIOR INTERCREDITOR AGREEMENTJunior Intercreditor Agreement • April 4th, 2014 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
JUNIOR INTERCREDITOR AGREEMENT dated as of March 31, 2014, (this “Agreement”), among LEE ENTERPRISES, INCORPORATED, a Delaware corporation (the “Borrower”), the other Grantors party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent with respect to the Revolving Credit Facility (together with its successors and assigns, in such capacity, the “Revolving Agent”) and as collateral agent with respect to the Revolving Credit Facility (together with its successors and assigns, in such capacity, the “Revolving Collateral Agent”), JPMORGAN CHASE BANK, N.A., as administrative agent with respect to the Pari Passu Facility (together with its successors and assigns in such capacity, the “Pari Passu Agent”) and as collateral agent with respect to the Pari Passu Facility (together with its successors and assigns, in such capacity, the “Pari Passu Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely in its capacity as Trustee under the Notes Indenture
WARRANT AGREEMENT between LEE ENTERPRISES, INCORPORATED, as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Warrant Agent Dated as of March 31, 2014Warrant Agreement • April 4th, 2014 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
WARRANT AGREEMENT (this “Agreement”), dated as of March 31, 2014, between LEE ENTERPRISES, INCORPORATED, a Delaware corporation (together with any successors and assigns, the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as warrant agent (with any successor warrant agent, the “Warrant Agent”).
SECOND AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • April 4th, 2014 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
This SECOND AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is dated as of March 31, 2014, among THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent (in such capacity, with its successors and assigns, the “First Priority Representative”) for the First Priority Secured Parties, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, with its successors and assigns, the “Second Priority Representative”) for the Second Priority Secured Parties, ST. LOUIS POST-DISPATCH LLC (“STL Post-Dispatch”), PULITZER INC. (“Pulitzer,” and together with STL Post-Dispatch, the “Obligors”), and each of the other Loan Parties. Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Intercreditor Agreement referred to below.
LEE ENTERPRISES, INCORPORATED Registration Rights AgreementLee Enterprises, Inc • April 4th, 2014 • Newspapers: publishing or publishing & printing • New York
Lee Enterprises, Incorporated, a Delaware corporation (the “Company”), proposes to issue to Mudrick Capital Management, LP, Hawkeye Capital Management, LLC, Cohanzick Management, LLC, Aristeia Capital, L.L.C., CVC Credit Partners, LLC, Franklin Mutual Advisers, LLC and Wingspan Master Fund, LP, in each case or any funds, affiliates or investment vehicles of (and designated in its sole discretion by) the foregoing (collectively, the “Initial Holders”), 6,000,000 warrants (the “Warrants”) exercisable for the purchase of shares of common stock of the Company, par value $0.01 per share (the “Common Stock”). The Warrants are to be issued pursuant to the Warrant Agreement in connection with the transactions contemplated by that certain Second Lien Loan Agreement, dated as of the date hereof, among the Company, the lenders from time to time party thereto, and Wilmington Trust, N.A. as administrative agent and collateral agent. The holders of the Warrants will have the benefit of this registra
LEE ENTERPRISES, INCORPORATED as Issuer THE SUBSIDIARY GUARANTORS PARTIES HERETO 9.5% Senior Secured Notes due 2022 INDENTURE Dated as of March 31, 2014 U.S. BANK NATIONAL ASSOCIATION as Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS as Collateral AgentIndenture • April 4th, 2014 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
INDENTURE, dated as of March 31, 2014 (this “Indenture”), among LEE ENTERPRISES, INCORPORATED, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), certain subsidiaries of the Company from time to time parties hereto (the “Subsidiary Guarantors”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (the “Collateral Agent”).
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT among LEE ENTERPRISES, INCORPORATED, CERTAIN SUBSIDIARIES OF LEE ENTERPRISES, INCORPORATED and WILMINGTON TRUST, NATIONAL ASSOCIATION, as COLLATERAL AGENT Dated as of March 31, 2014Second Lien Guarantee and Collateral Agreement • April 4th, 2014 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder, the “Assignors”), in favor of Wilmington Trust, National Association, as collateral agent (together with any successor collateral agent, in such capacity, the “Collateral Agent” or the “Assignee”), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article XI hereof) have the meanings ascribed to them in the New York UCC or the Loan Agreement (each as defined below), as applicable.
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT among LEE ENTERPRISES, INCORPORATED, CERTAIN SUBSIDIARIES OF LEE ENTERPRISES, INCORPORATED and JPMORGAN CHASE BANK, N.A., as COLLATERAL AGENT Dated as of March 31, 2014First Lien Guarantee and Collateral Agreement • April 4th, 2014 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder, the “Assignors”), in favor of JPMorgan Chase Bank, N.A., as collateral agent (together with any successor collateral agent, in such capacity, the “Collateral Agent” or the “Assignee”), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article XI hereof) have the meanings ascribed to them in the New York UCC or the Credit Agreement (each as defined below), as applicable.
FIRST LIEN CREDIT AGREEMENT among LEE ENTERPRISES, INCORPORATED, VARIOUS LENDERS and JPMORGAN CHASE BANK, N.A., as ADMINISTRATIVE AGENT and COLLATERAL AGENT Dated as of March 31, 2014 JPMORGAN SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as JOINT...Junior Intercreditor Agreement • April 4th, 2014 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
FIRST LIEN CREDIT AGREEMENT, dated as of March 31, 2014, among LEE ENTERPRISES, INCORPORATED, a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
INTERCOMPANY SUBORDINATION AGREEMENTLee Enterprises, Inc • April 4th, 2014 • 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 March 31, 2014, 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 JPMorgan Chase Bank, N.A., 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.
SECOND LIEN LOAN AGREEMENT among LEE ENTERPRISES, INCORPORATED, VARIOUS LENDERS and WILMINGTON TRUST, NATIONAL ASSOCIATION, as ADMINISTRATIVE AGENT and COLLATERAL AGENT Dated as of March 31, 2014 JPMORGAN SECURITIES LLC and DEUTSCHE BANK SECURITIES...Intercompany Subordination Agreement • April 4th, 2014 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
SECOND LIEN LOAN AGREEMENT, dated as of March 31, 2014, among LEE ENTERPRISES, INCORPORATED, a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
SECURITY AGREEMENT among LEE ENTERPRISES, INCORPORATED, CERTAIN SUBSIDIARIES OF LEE ENTERPRISES, INCORPORATED and DEUTSCHE BANK TRUST COMPANY AMERICAS, as COLLATERAL AGENT Dated as of March 31, 2014Security Agreement • April 4th, 2014 • Lee Enterprises, Inc • Newspapers: publishing or publishing & printing • New York
SECURITY AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder, the “Assignors”), in favor of Deutsche Bank Trust Company Americas, as collateral agent (together with any successor collateral agent, in such capacity, the “Collateral Agent” or the “Assignee”), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article X hereof) have the meanings ascribed to them in the New York UCC or the Indenture (each as defined below), as applicable.
