Exhibit 10.1 - Senior Secured Financing Commitment Letter dated January 29, 2005 among Deutsche Bank Trust
Company Americas, Deutsche Bank Securities Inc., SunTrust Bank, SunTrust Capital Markets, Inc. and Lee
Enterprises, Incorporated 


  



January
29, 2005                             




Lee Enterprises,
Incorporated 
215 North Harrison Street 
Suite 600
Davenport, Iowa
52801 




      Attention:
   Carl Schmidt
                          
 Chief Financial Officer 




re Acquisition Financing
— Senior Secured Financing Commitment Letter 




Ladies and Gentlemen: 



        You have
informed Deutsche Bank Trust Company Americas (“DBTCA”), Deutsche Bank
Securities Inc. (“DBSI” and, together with DBTCA, “DB”),
SunTrust Bank (“SunTrust”) and SunTrust Capital Markets, Inc.
(“SCMI”, together with DB and SunTrust, each, an “Agent”
and, collectively, the “Agents”) that Lee Enterprises, Incorporated
(“Lee”) intends to (i) acquire, through a newly formed wholly-owned
domestic subsidiary of Lee (“NewCo”), 100% of the outstanding equity
interests of a company previously identified to us (“Target”) by merging
NewCo with and into Target, with Target being the surviving entity (such acquisition is
referred to herein as the “Acquisition”), and (ii) concurrently with the
consummation of the Acquisition, refinance (x) Lee’s existing senior credit facility
and (y) Lee’s existing 6.14% Senior Notes due 2005, 6.47% Senior Notes due 2010 and
6.64% Senior Notes due 2013 (such Senior Notes are collectively referred to herein as the
“Existing Lee Senior Notes”) (the “Refinancing”). It is
our understanding that (v) the purchase price to be paid to effect the Acquisition shall
not exceed $1,444.0 million, (w) the amount needed to effect the Refinancing (including to
pay related make-whole premiums) shall be approximately $182.0 million, (x) the fees and
expenses payable in connection with the Transaction (as defined below) shall be
approximately $30.0 million, (y) Target shall be acquired free of indebtedness and
preferred stock, except for (i) the existing $306.0 million in senior notes due 2009
issued by one of Target’s subsidiaries (the “Existing Target Senior
Notes”), (ii) Target’s guaranty of the Existing Target Senior Notes (the
“Existing Target Senior Notes Guaranty”) and (iii) such other exceptions
(if any) for any existing indebtedness of Target and its subsidiaries as may be agreed to
by the Agents, and (z) after giving effect to the Transaction, Lee and its other
subsidiaries shall not have any other indebtedness or preferred stock, with such
exceptions (if any) for any existing indebtedness of Lee and its other subsidiaries as may
be agreed to by the Agents. Notwithstanding anything to the contrary contained herein or
in the Term Sheet (as defined











     








below), (x) Lee shall have the right, with the consent of
the Agents, to elect not to refinance the Existing Lee Senior Notes as part of the
Refinancing (and thereby keep such Existing Lee Senior Notes outstanding), provided
that (i) the terms and conditions of the Existing Lee Senior Notes (and any related note
purchase agreements) are amended on or before the Closing Date (as defined below) on a
basis satisfactory to the Agents and (ii) on the Closing Date, the amount of the A Term
Loan Facility (as defined below) shall be reduced by the aggregate outstanding principal
amount of the Existing Lee Senior Notes (plus the amount of any make-whole premiums that
would have been required to be paid in connection with the refinancing thereof) and (y) on
the Closing Date, the amount of the B Term Loan Facility (as defined below) shall be
reduced by either (i) the aggregate amount of net proceeds (if any) received by Lee from
issuances of equity by, or capital contributions to, Lee on or before the Closing Date
(other than proceeds received from transactions related to employee stock compensation
plans) and/or (ii) the value of any equity of Lee issued as consideration for the
Acquisition. 



        In
order to finance the Acquisition and the Refinancing, to pay the fees and expenses
incurred in connection with the Transaction, and to provide for the working capital needs
and general corporate requirements of Lee and its subsidiaries after giving effect to the
Transaction, it is presently contemplated that Lee (i) will utilize up to approximately
$200.0 million of cash on hand at Lee and Target and cash proceeds from the sale of
certain marketable securities of Target on or before the Closing Date (collectively, the
“Cash on Hand”) and (ii) shall obtain a senior secured credit facility in
the aggregate amount of $1,550.0 million (as such amount may be increased after the date
of the consummation of the Acquisition (the “Closing Date”) in the
circumstances contemplated by the section of the Term Sheet (as defined below) entitled
“Uncommitted Incremental Loan Facilities”) (the “Senior Secured
Financing”) (with the transactions described in preceding clauses (i) and (ii)
being herein collectively referred to as the “Financing Transactions”
and, together with the Acquisition and the Refinancing, being herein referred to as the
“Transaction”). 



        The
sources of funds needed to effect the Acquisition and the Refinancing, as well as to pay
all fees and expenses incurred in connection with the Transaction, shall be provided
solely through the Financing Transactions. It is understood further that the Senior
Secured Financing shall consist of (i) an $800.0 million “A” term loan facility
(the “A Term Loan Facility”), (ii) a $300.0 million “B” term
loan facility (the “B Term Loan Facility” and, together with the A Term
Loan Facility, the “Term Loan Facilities”), (iii) a $450.0 million
revolving credit facility (the “Revolving Credit Facility” and, together
with the Term Loan Facilities, the “Committed Senior Secured Financing”),
and (iv) one or more Uncommitted Incremental Loan Facilities (as defined in the Term
Sheet) which may be drawn in amounts, and on terms, specified in the section of the Term
Sheet entitled “Uncommitted Incremental Loan Facilities” (such facility,
together with the Term Loan Facilities and the Revolving Credit Facility, the
“Credit Facilities”); it being understood that (x) all of the A Term Loan
Facility and the B Term Loan Facility shall be drawn on the Closing Date to effect the
Acquisition and the Refinancing and to pay the fees and expenses incurred in connection
with the Transaction, and (y) approximately $355.8 million of the proceeds of the
Revolving Credit Facility may be utilized to make payments owing to effect the Acquisition
and the Refinancing and to pay the fees and expenses incurred in connection with the
Transaction; provided that the amount of such proceeds permitted to be so utilized
may be increased by the aggregate amount (if positive) by which (i) the Cash on Hand is
less than $200.0 million and (ii) the fees and expenses payable in connection 


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with the Transaction are greater than $30.0 million. In addition, Lee shall be entitled to
contribute (as a capital contribution) all or substantially all of the assets of,
or all of the equity interests in, one or more of Lee’s subsidiaries to
Target in connection with the consummation of the Acquisition to ensure that
Target’s EBITDA (as defined in the Existing Target Senior Notes Guaranty) will be
sufficient to prohibit a violation of the 4.25:1.00 maximum Consolidated Debt to EBITDA
covenant contained in the Existing Target Senior Notes Guaranty; provided that (x)
the terms and conditions of such contribution (including the assets and/or equity
interests to be so contributed) shall be satisfactory to the Agents and (y) the assets
and/or equity interests so contributed shall not have generated EBITDA (as defined in the
Existing Target Senior Notes Guaranty) of greater than $20.0 million for the most
recently ended four quarter period for which financial statements are available. A summary
of certain of the terms and conditions of the Senior Secured Financing is set forth in
Exhibit A attached hereto (the “Term Sheet”). Please note that
those matters that are not covered or made clear herein or in the Term Sheet or in the
related general fee letter of even date herewith among the parties hereto (the
“General Fee Letter”) or in the related agency fee letter of even date
herewith, among DB and you (the “Agency Fee Letter” and, together with
the General Fee Letter, the “Fee Letters”) are subject to mutual
agreement of the parties hereto. 



        Each
of DBTCA and SunTrust is pleased to confirm that, subject to the terms and conditions set
forth herein and in the Term Sheet, it hereby severally commits to provide 50% of the
Committed Senior Secured Financing. Subject to the terms and conditions set forth herein
and in the Term Sheet, (i) DBTCA is pleased to confirm that it will act as sole
Administrative Agent (in such capacity, the “Administrative Agent”) for a
syndicate of lenders who will participate in the Senior Secured Financing (together with
DBTCA, the “Lenders”), (ii) SunTrust is pleased to confirm that it will
act as Syndication Agent with respect to the Senior Secured Financing (in such capacity,
the “Syndication Agent”), (iii) DBSI and SCMI are pleased to confirm that
they will act as Joint Lead Arrangers for the Senior Secured Financing (in such capacity,
the “Joint Lead Arrangers”) and (iv) DBSI is pleased to confirm that it
will act as sole Book Running Manager for the Senior Secured Financing (in such capacity,
the “Book Running Manager”). Notwithstanding anything to the contrary
contained above in this paragraph, in connection with the syndication of the Senior
Secured Financing, the Joint Lead Arrangers shall have the right (in consultation with
you) to award one or more other roles or titles as may be determined by the Joint Lead
Arrangers, to one or more other Lenders or affiliates thereof, in each case as determined
by the Joint Lead Arrangers in their sole discretion. 



        Each
of DBTCA and SunTrust reserves the right, prior to or after execution of the definitive
credit documentation for the Senior Secured Financing, to syndicate all or part of its
commitment hereunder to one or more other Lenders that will become party to such
definitive credit documentation pursuant to a syndication to be managed by the Joint Lead
Arrangers. You agree that, upon delivery to the Joint Lead Arrangers by another Lender(which is a reputable fund or financial institution) of a commitment letter for all or a
portion of the Committed Senior Secured Financing containing terms no less favorable to
Lee in any material respect than the terms hereof, DBTCA and SunTrust shall be fully
relieved of their respective obligations hereunder to the extent of the commitments set
forth in such commitment letter. All aspects of the syndication of the Senior Secured
Financing, including, without limitation, timing, potential syndicate members to be
approached, titles, allocations and division of fees, shall be determined by the Joint
Lead Arrangers in consultation with you. You agree to actively assist the Joint Lead


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 Arrangers in such syndication, including by using your commercially reasonable efforts to
ensure that the Joint Lead Arrangers’ syndication efforts benefit materially from
your existing lending relationships and to provide the Joint Lead Arrangers and the
Lenders, promptly upon request, with all information reasonably deemed necessary by the
Joint Lead Arrangers to complete successfully the syndication, including, but not limited
to, (a) an information package for delivery to potential syndicate members and
participants and (b) projections and all information prepared by you or your affiliates or
advisors relating to the transactions described herein. You also agree to make available
your senior officers and representatives, and to use your commercially reasonable efforts
to cause the senior officers and representatives of Target to be available, in each case
from time to time and to attend and make presentations regarding the business and
prospects of Lee, Target and their respective subsidiaries at a meeting or meetings of
Lenders or prospective Lenders at such times and places as the Joint Lead Arrangers may
reasonably request in consultation with you. You and your subsidiaries shall each agree to
refrain, and to require Target and its subsidiaries to refrain, from any other competing
debt financings (including refinancings and renewals of debt) during the syndication
process unless otherwise agreed to by the Agents. 



        You
represent, warrant and covenant that (i) no written information which has been or is
hereafter furnished by you or on your behalf in connection with the transactions
contemplated hereby and (ii) no other information given at information meetings for
potential syndicate members and supplied or approved by you or on your behalf (such
written information and other information being referred to herein collectively as the
“Information”) taken as a whole contained (or, in the case of Information
furnished after the date hereof, will contain), as of the time it was (or hereafter is)
furnished, any material misstatement of fact or omitted (or will omit) as of such time to
state any material fact necessary to make the statements therein taken as a whole not
misleading, in the light of the circumstances under which they were (or hereafter are)
made; provided that, with respect to Information consisting of statements,
estimates and projections regarding the future performance of Lee, Target and their
respective subsidiaries (collectively, the “Projections”), no
representation, warranty or covenant is made other than that the Projections have been
(and, in the case of Projections furnished after the date hereof, will be) prepared in
good faith based on assumptions believed to be reasonable at the time of preparation
thereof. You agree to supplement the Information and the Projections from time to time
until the date of the initial borrowing under the Senior Secured Financing, as
appropriate, so that the representations and warranties in the preceding sentence remain
correct. You understand that, (x) in syndicating the Senior Secured Financing, the Joint
Lead Arrangers will use and rely on the Information and the Projections without
independent verification thereof, and (y) the accuracy of the representations and
warranties set forth above in this paragraph also shall be a condition precedent to each
Agent’s commitments and agreements hereunder. 



        Each
Agent’s commitments and agreements hereunder are subject to (a) there not occurring
or becoming known to any Agent any change, effect, event, occurrence or state of facts (or
any development that has had or is reasonably likely to have any change or effect) (x)
that is, individually or in the aggregate, materially adverse to (or could reasonably be
expected to be materially adverse to) the business, property, assets, liabilities,
financial condition or results of operations of Target and its subsidiaries taken as a
whole since December 28, 2003 (other than as, and to the extent, expressly disclosed in
filings of Target made with the United States Securities and Exchange Commission prior to
the date hereof), (y) which would, individually or 


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in the aggregate, prevent or materially
delay the consummation of the Transaction, or (z) that is, individually or in the
aggregate, materially adverse to the rights or remedies of the Lenders under the Credit
Facilities (each, a “Material Adverse Effect”), provided, however,
that none of the following shall be deemed in themselves, either alone or in combination,
to constitute, and none of the following shall be taken into account in determining
whether there has been, a Material Adverse Effect: (i) any adverse change in the market
price or trading volume of the capital stock of Target after the date hereof;
provided, however, that this clause (i) shall not exclude any underlying
event, occurrence, development or circumstance which may have caused such change in stock
price or trading volume; (ii) any adverse event, occurrence or development affecting any
of the industries in which Target and its subsidiaries operate generally (to the extent
such events, occurrences or developments do not disproportionately affect Target or its
subsidiaries as compared to other companies in such industries); (iii) changes, events or
occurrences in financial, credit, banking or securities markets (including any disruption
thereof); (iv) any adverse change, event, development or effect arising from or relating
to general business or economic conditions (including the business of Target or any of its
subsidiaries) which does not relate only to Target or any of its subsidiaries; (v) any
adverse change, event, development or effect attributable to the announcement or pendency
of the Transaction, or resulting from or relating to compliance with the terms of, or the
taking of any action required by, the Acquisition Agreement (as defined below); (vi) any
adverse change, event, development or effect arising from or relating to national or
international political or social conditions, including the engagement by the United
States in hostilities or the escalation thereof, whether or not pursuant to the
declaration of a national emergency or war, or the occurrence of any military or terrorist
attack anywhere in the world; and (vii) any adverse change, event, development or effect
arising from or relating to laws, rules, regulations, orders or other binding directives
issued by any governmental entity that do not relate only to Target and its subsidiaries;
(b) no Agent becoming aware after the date hereof of any information not previously known
to any Agent which any Agent reasonably believes is, or could reasonably be expected to
be, materially negative information with respect to the Transaction or the business,
properties, assets, liabilities, condition (financial or otherwise) or results of
operations of Target and its subsidiaries taken as a whole, or which is inconsistent in a
material and adverse manner with any such information or other matter disclosed to any
Agent prior to the date hereof; (c) each Agent’s reasonable satisfaction that prior
to and during the syndication of the Senior Secured Financing there shall be no competing
offering, placement or arrangement of any debt securities or bank financing by or on
behalf of Lee, Target or any of their respective subsidiaries; and (d) the other
conditions set forth or referred to herein and in the Term Sheet. 



        To
induce the Agents to issue this letter (together with the Term Sheet, this
“Commitment Letter”) and to proceed with the documentation of the
proposed Senior Secured Financing, you hereby agree that all fees and expenses (including
the reasonable fees and expenses of counsel and consultants) of each Agent and its
affiliates arising in connection with this Commitment Letter and in connection with the
Transaction and the other transactions described herein (including in connection with our
due diligence and syndication efforts) shall be for your account (and that you shall from
time to time upon request from each Agent reimburse it and its affiliates for all such
fees and expenses paid by them), whether or not the Transaction is consummated or the
Senior Secured Financing is made available or definitive credit documents are executed.
You further agree to indemnify and hold harmless the Administrative Agent, the Syndication
Agent, the Joint Lead Arrangers, the Book Running Manager, and each other agent


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or co-agent (if any) designated by the Joint Lead Arrangers with respect to the Senior
Secured Financing (each, a “Co-Agent”), each Lender (including in any
event DBTCA and SunTrust) and their respective affiliates and each director, officer,
employee, representative and agent thereof (each, an “indemnified
person”) from and against any and all actions, suits, proceedings (including any
investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind
or nature whatsoever which may be incurred by or asserted against or involve any Agent,
any Co-Agent, any Lender or any other such indemnified person by any person (including,
without limitation, by Lee or Target or any of their respective subsidiaries) as a result
of or arising out of or in any way related to or resulting from the Transaction or this
Commitment Letter and, upon demand, to pay and reimburse each Agent, each Co-Agent, each
Lender and each other indemnified person for any reasonable legal or other out-of-pocket
expenses incurred in connection with investigating, defending or preparing to defend any
such action, suit, proceeding (including any inquiry or investigation) or claim (whether
or not any Agent, any Co-Agent, any Lender or any other such indemnified person is a party
to any action or proceeding out of which any such expenses arise); provided,
however, that you shall not have to indemnify any indemnified person against any
loss, claim, damage, expense or liability to the extent same resulted from the gross
negligence or willful misconduct of the respective indemnified person (as determined by a
court of competent jurisdiction in a final and non-appealable judgment). This Commitment
Letter is issued for your benefit only and no other person or entity may rely hereon. No
Agent, nor any other indemnified person, shall be responsible or liable to you or any
other person or entity for (x) any determination made by it pursuant to this Commitment
Letter in the absence of gross negligence or willful misconduct on the part of such person
or entity (as determined by a court of competent jurisdiction in a final and
non-appealable judgment), (y) any damages arising from the use by others of information or
other materials obtained through electronic, telecommunications or other information
transmission systems or (z) any indirect, special, punitive or consequential damages
(including, without limitation, any loss of profits, business or anticipated savings)
which may be alleged as a result of this Commitment Letter or the financing contemplated
hereby. 



        Each
Agent reserves the right to employ the services of its affiliates in providing services
contemplated by this Commitment Letter and to allocate, in whole or in part, to its
affiliates certain fees payable to such Agent in such manner as such Agent and its
affiliates may agree in their sole discretion. You also agree that each Agent may at any
time and from time to time assign all or any portion of its commitments hereunder to one
or more of its affiliates. You further acknowledge that (i) each Agent may share with any
of its affiliates, and such affiliates may share with such Agent, any information related
to the Transaction, Lee, Target (and your and their respective subsidiaries and
affiliates), or any of the matters contemplated hereby, in each case in connection with
the Transaction and the other transactions contemplated hereby, and (ii) each Agent and
its affiliates may be providing debt financing, equity capital or other services
(including financial advisory services) to other companies in respect of which you or
Target may have conflicting interests regarding the transactions described herein and
otherwise. Each Agent agrees to treat, and cause any such affiliate to treat, all
non-public information provided to it by Lee and Target as confidential information in
accordance with customary banking industry practices. 



        You
agree that this Commitment Letter is for your confidential use only and that, unless each
Agent has otherwise consented, neither its existence nor the terms hereof will be


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disclosed by you to any person or entity other than your officers, directors, employees,
accountants, attorneys and other advisors, and then only on a “need to know”
basis in connection with the transactions contemplated hereby and on a confidential basis.
Notwithstanding the foregoing, following your acceptance of the provisions hereof and your
return of an executed counterpart of this Commitment Letter and the Fee Letters to us as
provided below, (i) you may furnish a copy of this Commitment Letter (but not the Fee
Letters, except as provided therein) to Target and its advisors on a confidential basis in
connection with their evaluation of your proposal for the Acquisition, (ii) you may make
public disclosure of the existence and amount of the commitments hereunder and of the
identity of the Administrative Agent, the Syndication Agent, the Book Running Manager, and
the Joint Lead Arrangers, (iii) you may file a copy of this Commitment Letter (but not the
Fee Letters) in any public record in which it is required by law to be filed and (iv) you
may make such other public disclosure of the terms and conditions hereof as, and to the
extent, you are required by law, in the opinion of your counsel, to make. If this
Commitment Letter is not accepted by you as provided below, please immediately return this
Commitment Letter (and any copies hereof) to the undersigned. 



        You
hereby represent and acknowledge that, to the best of your knowledge, no Agent, nor any
employees or agents of, or other persons affiliated with, any Agent, have directly or
indirectly made or provided any statement (oral or written) to you or to any of your
employees or agents, or other persons affiliated with or related to you (or, so far as you
are aware, to any other person), as to the potential tax consequences of the Transaction. 



        The
provisions of the four immediately preceding paragraphs shall survive any termination of
this Commitment Letter. 



        In
order to comply with the USA Patriot Act, each Agent must obtain, verify and record
information that identifies each entity (or individual) that enters into a business
relationship with such Agent. As a result, in addition to your corporate name and address,
each Agent will obtain your corporate tax identification number and certain other
information. Each Agent may also request relevant corporate resolutions and other
identifying documents. 



        This
Commitment Letter and the Fee Letters (and your rights and obligations hereunder and
thereunder) shall not be assignable by you to any person or entity without the prior
written consent of each Agent (and any purported assignment without such consent shall be
null and void). This Commitment Letter and the Fee Letters may not be amended or modified,
or any provision hereof and thereof waived, except by an instrument in writing signed by
you and each Agent party thereto. Each of this Commitment Letter and the Fee Letters may
be executed in any number of counterparts, each of which shall be an original and all of
which, when taken together, shall constitute one agreement. Delivery of an executed
signature page of this Commitment Letter or the Fee Letters by facsimile (or other
electronic) transmission shall be effective as delivery of a manually executed counterpart
hereof or thereof, as the case may be. This Commitment Letter and the Fee Letters shall be
governed by, and construed in accordance with, the laws of the State of New York. This
Commitment Letter and the Fee Letters set forth the entire agreement between the parties
hereto as to the matters set forth herein and supersede all prior communications, written
or oral, with respect to the matters herein. This Commitment Letter is intended to be
solely for the benefit of the parties hereto and is not intended to confer any benefits
upon, or create any rights in favor of, any person or entity other than the parties 


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hereto (and indemnified persons) and may not be relied upon by any person or entity other than
you. Neither this Commitment Letter nor the Fee Letters are intended to create a fiduciary
relationship among the parties hereto or thereto. 



        EACH
OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM,
ACTION, SUIT OR PROCEEDING ARISING OUT OF OR CONTEMPLATED BY THIS COMMITMENT LETTER OR THE
FEE LETTERS. YOU HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW
YORK STATE COURTS LOCATED IN THE COUNTY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED
TO THIS COMMITMENT LETTER, THE FEE LETTERS OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY. 



        Each
Agent’s willingness, and commitments, with respect to the Committed Senior Secured
Financing as set forth above will terminate on the first to occur of (x) February 25,
2005, unless on or prior to such date a definitive agreement with respect to the
Acquisition (the “Acquisition Agreement”) has been entered into with
Target, (y) August 2, 2005, unless on or prior to such date the Transaction has been
consummated and a definitive credit agreement evidencing the Senior Secured Financing, in
form and substance satisfactory to each Agent, shall have been entered into and the
initial borrowings shall have occurred thereunder, or (z) any time after the execution of
the Acquisition Agreement and prior to the consummation of the Transaction, the date of
the termination of the Acquisition Agreement (other than with respect to ongoing
indemnities, confidentiality provisions and similar provisions). 



        This
Commitment Letter replaces and supercedes our previous Commitment Letter, dated January
24, 2005, to you concerning the financing of the Transaction; provided,
however, all indemnity, expense reimbursement, confidentiality and other provisions
therein which survive the termination of such previous Commitment Letter shall continue to
survive in accordance with the terms thereof. 



      * * * 






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        If
you are in agreement with the foregoing, please sign and return to the Joint Lead
Arrangers the enclosed copy of this Commitment Letter, together with a copy of the
enclosed Fee Letters, no later than 11:59 p.m., New York time, on January 30, 2005. Unless
this Commitment Letter and the Fee Letters are signed and returned by the time and date
provided in the immediately preceding sentence, this Commitment Letter shall terminate at
such time and date. 


		
		
	    	 		
	
	 
	    	 	Very truly yours,	 
	    	 		 
	    	 	DEUTSCHE BANK TRUST COMPANY	 
	    	 	     AMERICAS	 
	
	 
	            	 	By: /s/Steve Cayer	 
	   	 	Name:  Steve Cayer	 
	   	 	Title: Director	 
	   	 		 
	    	 	DEUTSCHE BANK SECURITIES INC.	 
	
	 
	            	 	By: /s/Christopher Johnson	 
	   	 	Name:  Christopher Johnson	 
	   	 	Title: MD	 
	   	 		 
	            	 	By: /s/Elizabeth Chang	 
	   	 	Name:  Elizabeth Chang	 
	   	 	Title: Director	 
	
	 
	
	 
	    	 	SUNTRUST BANK	 
	
	 
	            	 	By: /s/Thomas C. Palmer	 
	   	 	Name:  Thomas C. Palmer	 
	   	 	Title: Managing Director	 
	
	 
	    	 	SUNTRUST CAPITAL MARKETS, INC. 	 
	
	 
	            	 	By: /s/Gregory N. Waters	 
	   	 	Name:  Gregory N. Waters	 
	   	 	Title: Managing Director	 
	
	 









     










Agreed to and Accepted
this 




29th day of January, 2005: 



		
		
	    	 		 
	
	 
	    LEE ENTERPRISES, INCORPORATED	 		 
	
	 
	
	 
	By: /s/Carl G. Schmidt	 	         	 
	       Name: Carl G. Schmidt	 		 
	       Title: VICE PRESIDENT	 	  	 
	                 CHIEF FINANCIAL OFFICER	 		 
	                 AND TREASURER	 		 













     













EXHIBIT A 




SUMMARY OF CERTAIN TERMS 
OF CREDIT FACILITIES 



        Unless
otherwise defined herein, capitalized terms used herein and defined in the letter
agreement to which this Exhibit A is attached (the “Commitment Letter”)
are used herein as therein defined. 




I.   Description of Credit
Facilities 




Borrower:                    
Lee Enterprises, Incorporated (the “Borrower”). 




Total Committed 
Credit Facilities:        
$1,550.0 million. 



	Credit Facilities: 	1. 	  	"A" term loan  facility  in an  aggregate  principal  amount of $800.0  million  (the "A Term Loan
                                    Facility").



                    



               	2. 	  	
                    “B” term loan facility in an aggregate principal amount of $300.0
                    million (the “B Term Loan  Facility” and, together with
                    the A Term Loan Facility, the “Term Loan Facilities”). 



                    



               	3. 	  	
                    Revolving credit facility in an aggregate principal amount of $450.0 million
                    (the “Revolving  Credit Facility”). 



                    



               	4. 	  	
                    Uncommitted Incremental Loan Facilities in an aggregate principal amount of up
                    to $500.0 million (each an “Incremental Loan Facility” and,
                    together with the Term Loan Facilities and the Revolving Credit Facilities,
                    collectively, the “Credit Facilities” or the “Senior
                    Secured Financing”). 



                    




A.   A Term Loan Facility 



	Use of Proceeds:  	 	  	
The loans made pursuant to the A Term Loan Facility (the “A Term
Loans”) may only be incurred on the date of the consummation of the Acquisition
(the “Closing Date”), and the proceeds thereof shall be used solely to
finance, in part, the Acquisition and the Refinancing and to pay the fees and expenses
incurred in connection with the Transaction. 






	Maturity:  	 	  	
The final maturity date of the A Term Loan Facility shall be 7 years from the Closing Date
(the “A Term  Loan Maturity Date”). 






	Amortizations:  	 	  	
The A Term Loans shall amortize in four equal quarterly installments in annual amounts
equal to the product of (A) the aggregate principal amount of all A Term Loans outstanding
on the Closing Date and (B) the percentage set forth opposite the respective year set
forth below: 








     






EXHIBIT A
Page 2


   				
	

	Year 1	 	 	0%	 	 		 	 	 	 	 
	

	Year 2	 	 	5%	 	 		 	 
	

	Year 3	 	 	5%	 	 	 	 	 
	

	Year 4	 	 	15%	 	 	 	 	 
	

	Year 5	 	 	15%	 	 	 	 	 
	

	Year 6	 	 	25%	 	 	 	 	 
	

	Year 7	 	 	35%	 	 	 	 	 
	







	Availability:   	 	  	
 A Term Loans may be incurred on the Closing Date.  No amount of A Term Loans once repaid may be reborrowed.













B.   B Term Loan Facility 



	Use of Proceeds:  	 	  	
The loans made pursuant to the B Term Loan Facility (the “B Term
Loans” and, together with the A Term Loans (the “Initial Term
Loans”; the Initial Term Loans, together with any Incremental Term Loans (as
defined below), the “Term Loans”) may only be incurred on the Closing
Date and the proceeds thereof shall be utilized solely to finance, in part, the
Acquisition and the Refinancing and to pay the fees and expenses incurred in connection
with the Transaction. 






	Maturity:  	 	  	
The final maturity date of the B Term Loan Facility shall be 8 years from the Closing Date
(the “B Term  Loan Maturity Date”). 






	Amortizations:  	 	  	
(i) During the first 7 years following the Closing Date, annual amortization (payable in 4
equal quarterly installments) of the B Term Loans shall be required in an amount equal to
one percent of the initial aggregate principal amount of the B Term Loans. 





	  	 	  	 (ii)
                     During the 8th year following the Closing Date, annual amortization
                    (payable in 4 equal quarterly installments) of the B Term Loans shall be
                    required in an amount equal to the remaining aggregate principal amount of B
                    Term Loans originally incurred. 


                    


	Availability:   	 	  	
             B Term  Loans may only be  incurred  on the  Closing  Date.  No amount of B Term  Loans  once  repaid may be
reborrowed.








     






EXHIBIT A
Page 3




C.   Revolving Credit
Facility 



	Use of Proceeds:  	 	  	
The proceeds of loans under the Revolving Credit Facility (the
“Revolving Loans”) shall be utilized for working capital, capital
expenditures and general corporate purposes, provided that approximately $355.8
million of the proceeds of the Revolving Credit Facility may be utilized to pay amounts
owing to effect the Acquisition and the Refinancing and to pay the fees and expenses
incurred in connection with the Transaction, provided, further, that the
amount of such proceeds permitted to be so utilized may be increased by the aggregate
amount (if positive) by which (i) the Cash on Hand is less than $200.0 million and (ii)
the fees and expenses payable in connection with the Transaction are greater than $30.0
million. 





	Maturity:   	 	  	
                 The final  maturity  date of the  Revolving  Credit  Facility  shall be 7 years from the  Closing  Date (the
                           "Revolving Loan Maturity Date").






	Availability:  	 	  	
Revolving Loans may be borrowed, repaid and reborrowed on and after the Closing Date and
prior to the Revolving Loan Maturity Date in accordance with the terms of the definitive
credit documentation governing the Credit Facilities. 






	Letters of Credit:  	 	  	
 A portion to be negotiated of the Revolving Credit Facility will be available
for the issuance of stand-by and trade letters of credit (“Letters of
Credit”) to support obligations of the Borrower and its subsidiaries satisfactory
to the Agents and the Required Lenders (as defined below). Maturities for Letters of
Credit will not exceed twelve months in the case of standby Letters of Credit or 180 days
in the case of trade Letters of Credit, renewable annually thereafter in the case of
standby Letters or Credit and, in any event, shall not extend beyond the tenth business
day (or the 30th day in the case of trade Letters of Credit) prior to the
Revolving Loan Maturity Date. 






	Swingline Loans:  	 	  	
 A portion of the Revolving Credit Facility in an amount to be mutually agreed shall
be available prior to the Revolving Loan Maturity Date for swingline loans (the
“Swingline Loans” and, together with Revolving Loans and Term Loans, the
“Loans”) to be made by DBTCA (in such capacity, the “Swingline
Lender”) on same-day notice. Any Swingline Loans will reduce availability under
the Revolving Credit Facility on a dollar-for-dollar basis. Each Lender under the
Revolving Credit Facility shall acquire an irrevocable and unconditional pro
rata participation in each Swingline Loan. 





     






EXHIBIT A
Page 4




D.   Uncommitted
Incremental Loan Facilities 



	  	
The
Borrower, with the prior consent of the Administrative Agent (but without the consent of
the existing Lenders, except as provided in the next paragraph), may, from time to time
after the Closing Date (but only so long as DBSI has completed to its reasonable
satisfaction the primary syndication of the Committed Senior Secured Financing), solicit
existing or prospective Lenders to provide incremental commitments consisting of one or
more new tranches of term loans under the Senior Secured Financing or increases to the A
Term Loan Facility, B Term Loan Facility or Revolving Credit Facility in minimum amounts
to be mutually agreed upon and up to a maximum aggregate principal amount of $500.0
million, so long as (i) no default or event of default then exists under the Credit
Facilities or would result therefrom, (ii) any loans incurred as term loans pursuant to
any Incremental Loan Facility (the “Incremental Term Loans”) shall be
incurred on the date of the effectiveness of the commitments thereunder, (iii) the
Borrower and its subsidiaries are in pro forma compliance with each of the
financial covenants under the Credit Facilities (determined after giving effect to the
full utilization of the commitments provided under such Incremental Loan Facility), and
(iv) all aspects of the syndication of each Incremental Loan Facility are coordinated by
DBSI. Each Incremental Loan Facility shall be subject to such terms and conditions as may
be agreed to by the Borrower and the Administrative Agent; provided that (w) all of
the proceeds of the Incremental Term Loans made under any Incremental Loan Facility shall
be used to finance Permitted Acquisitions (to be defined), to pay fees and expenses
incurred in connection therewith and for other general corporate purposes, (x) the
covenants in respect of each Incremental Loan Facility shall be those covenants applicable
to the then existing Credit Facilities, (y) each Incremental Loan Facility incurred as a
new tranche of term loans shall be subject to the same terms and conditions as the B Term
Loan Facility, except that if there are B Term Loans outstanding on the date of the
incurrence of such Incremental Term Loans (immediately before giving effect thereto), the
interest rate margin applicable to such Incremental Term Loans (which, for such purposes
only, shall be deemed to include all upfront or similar fees or original issue discount
(amortized over the life of such loan) payable to all Lenders providing such Incremental
Term Loans, but exclusive of any arrangement, structuring or other fees payable in
connection therewith that are not shared with all Lenders providing such Incremental Term
Loans) determined as of the initial funding date for such Incremental Term Loans may not
exceed the Applicable Margin then applicable to B Term Loans (determined on the same basis
as provided in the preceding parenthetical) by more than 50 basis points (0.50%), and (z)
the voluntary and mandatory prepayment and repayment provisions applicable to each
Incremental Loan Facility incurred as a new tranche of term loans shall be identical to
the relevant prepayment provisions which correspond to the B Term Loan Facility. Any
upfront fees and arrangement fees for any Incremental Loan Facility will be negotiated
with the Administrative Agent at the time of any request to provide commitments pursuant
to such Incremental Term Loan Facility. 







	  	
Existing
Lenders may, but shall not be obligated without their prior written consent to, provide a
commitment and/or make any loans pursuant to any Incremental Loan Facility, and nothing
contained in this Term Sheet or the Commitment Letter constitutes, or shall be deemed to
constitute, a commitment with respect to any Incremental Loan Facility. The Credit
Agreement will however, require each Lender to agree to enter into any amendment to the
Credit Agreement required to incorporate the provisions of each Incremental Loan Facility
made available after the Closing Date, so long as the purpose of such amendment is solely
to incorporate the appropriate provisions for such Incremental Loan Facility in the Credit
Agreement. 








     





EXHIBIT A
Page 5




II.   Terms Applicable to
All Credit Facilities 




Administrative 

Agent:                           
DBTCA (in such capacity, the "Administrative Agent").




Syndication Agent:            SunTrust (in such capacity, the "Syndication Agent").



Joint Lead Arrangers:  DBSI and SCMI (in such capacities, the "Joint Lead Arrangers")




	Sole Book Running 
Manager: 	

DBSI (in such capacity, the “Book Running Manager” and, together with the
Administrative Agent, the Syndication Agent and the Joint Lead Arrangers, each, an
“Agent” and, collectively, the “Agents”). 





	Lenders:   	 	  	
                  DBTCA, SunTrust and/or a syndicate of lenders arranged by the Joint Lead Arrangers (the "Lenders").






	Guaranties:  	 	  	
Except as provided below, each direct and indirect subsidiary of the Borrower (each, a
“Guarantor” and, collectively, the “Guarantors”) shall
be required to provide an unconditional guaranty of all amounts and other obligations
owing under the Senior Secured Financing (the “Guaranties”). Such
Guaranties shall be in form and substance satisfactory to the Agents and shall, to the
extent requested by the Agents, also guarantee the Borrower’s and its
subsidiaries’ obligations under interest rate swaps/foreign currency swaps or similar
agreements with a Lender or its affiliates (the “Secured Hedging
Agreements”). All Guaranties shall be guarantees of payment and not of
collection. Notwithstanding anything to the contrary contained above, (i) Target and its
subsidiaries shall not be required to enter into a Guaranty or become a Guarantor to the
extent (but only to the extent) that doing so would violate the terms of the Existing
Target Senior Notes or the Existing Target Senior Notes Guaranty and (ii) no non-U.S.
subsidiary of the Borrower which is a “controlled foreign corporation” (within
the meaning of Section 957 of the Internal Revenue Code) (each a “CFC”)
shall be required to provide a Guaranty (and shall not constitute a Guarantor) if the
furnishing of such Guaranty gives rise to material adverse tax consequences to the
Borrower. 





     






EXHIBIT A
Page 6



	Security:  	 	  	
All amounts and other obligations owing under the Senior Secured Financing and (if
applicable) the Secured Hedging Agreements (and all obligations under the Guaranties) will
be secured by a first priority perfected security interest in all stock and other equity
interests owned by the Borrower and the Guarantors in their respective subsidiaries,
provided that (i) the equity interests of any subsidiary of Target that is owned by
a Guarantor shall not be required to be pledged to the extent (but only to the extent)
that the pledge thereof would violate the terms of the Existing Target Senior Notes, the
Existing Target Senior Notes Guaranty or the operating agreement of St. Louis Post
Dispatch LLC and (ii) not more than 65% of the total outstanding voting stock of any CFC
shall be required to be pledged if the pledging thereof would give rise to material
adverse tax consequences to the Borrower. 





	  	
All
documentation (collectively referred to herein as the “Security
Agreements”) evidencing the security required pursuant to the immediately
preceding paragraph shall be in form and substance satisfactory to the Agents, and shall
effectively create first priority security interests in the equity interests purported to
be covered thereby. 





	  	
The
Security Agreements shall provide for the release of the security interests created
thereunder upon the Borrower meeting a total leverage test of less than 4.25:1.00 for two
consecutive test periods (with each test period consisting of a 12 month period ending on
the last day of a fiscal quarter of the Borrower), provided no default or event of
default under the Credit Facilities has occurred and is continuing at such time. 







	Optional Commit-

ment Reductions: 	

 The unutilized portion of the total commitments under the Credit Facilities
may, upon three business days’ notice, be reduced or terminated by the Borrower
without penalty in minimum amounts to be agreed. 





	Voluntary

Prepayments: 	

Voluntary prepayments may be made at any time on three business days’ notice in the
case of Eurodollar Loans, or one business day’s notice in the case of Base Rate
Loans, without premium or penalty, in minimum principal amounts to be agreed;
provided that voluntary prepayments of Eurodollar Loans made on a date other than
the last day of an interest period applicable thereto shall be subject to customary
breakage costs. Voluntary prepayments of Term Loans shall be applied pro
rata to outstanding A Term Loans, B Term Loans and Incremental Term Loans and shall
apply to reduce future scheduled amortization payments of the respective Term Loans being
prepaid pro rata based upon then remaining amounts of such payments;
provided  that, (x) for the first 6 months after the Closing Date, at the option of
the Borrower, such prepayments may be applied only to outstanding B Term Loans, so long as
(A) no default or event of default then exists under the Senior Secured Financing, (B)
after giving effect to such prepayment either (x) the aggregate principal amount of all B
Term Loans that would be outstanding would be $100.0 million or greater or (y) all
outstanding B Term Loans shall have been paid in full and (C) after giving effect to such
prepayment, the Borrower shall have at least $50.0 million of unused commitments under the
Revolving Credit Facility, and (y) at the option of the Borrower, such prepayments may be
applied (i) first, in direct order of maturity to the scheduled amortization
payments of the respective Term Loans which will be due and payable during the 12 months
immediately succeeding the date of the respective prepayment and (ii) second, to
the extent in excess of the scheduled amortization payments of the respective Term Loans
due and payable during such 12 month period, as otherwise provided above without regard to
this proviso. 





     





EXHIBIT A
Page 7



	Mandatory

Repayments: 	



Mandatory repayments of Term Loans shall be required from (a) 100% of the proceeds (net of
taxes and costs and expenses in connection with the sale) from asset sales by the Borrower
and its subsidiaries (subject to certain ordinary course and reinvestment exceptions to be
negotiated), (b) 100% of the net proceeds from issuances of debt by the Borrower and its
subsidiaries (with appropriate exceptions to be mutually agreed upon, including in any
event any refinancing of the Existing Target Senior Notes on terms and conditions
satisfactory to the Required Lenders), (c) 50% (reducing to 0% based on reaching a total
leverage ratio of less than 5.00:1.00 and so long as no default or event of default under
the Credit Facilities is in existence) of annual excess cash flow (to be defined to the
satisfaction of the Agents) of the Borrower and its subsidiaries, (d) 100% of the net
proceeds from insurance recovery and condemnation events of the Borrower and its
subsidiaries (subject to certain reinvestment rights to be negotiated), and (e) 100% of
the first $300.0 million of net proceeds from issuances of equity by, or capital
contributions to, the Borrower and its subsidiaries (with appropriate exceptions to be
mutually agreed upon). 





	  	
All
mandatory repayments of Term Loans made pursuant to clauses (a)-(d) above will be applied
pro rata to outstanding A Term Loans, B Term Loans and Incremental Term
Loans and shall apply to reduce future scheduled amortization payments of the respective
Term Loans being repaid pro rata based upon the then remaining amounts of
such payments; provided that, (x) at the option of the Borrower, such prepayments
may be applied (i) first, in direct order of maturity to the scheduled amortization
payments of the respective Term Loans which will be due and payable during the 12 months
immediately succeeding the date of the respective prepayment and (ii) second, to
the extent in excess of the scheduled amortization payments of the respective Term Loans
due and payable during such 12 month period, as otherwise provided above without regard to
this proviso, (y) for the first 6 months after the Closing Date, Lenders holding
outstanding B Term Loans shall have the right to waive their share of any such prepayment
to the extent that the aggregate principal amount of all B Term Loans that would be
outstanding after giving effect to such prepayment would be less than $100.0 million, and
(z) any mandatory repayment made during an event of default under the Credit Facilities
shall be applied in inverse order of maturity to the scheduled amortization payments of
the respective Term Loans being repaid. 





     





EXHIBIT A
Page 8


	  	
All
mandatory repayments of Term Loans made pursuant to clause (e) above will be applied (I)
first, to outstanding B Term Loans and (II) second, to the extent in excess
thereof, pro rata to outstanding A Term Loans and Incremental Term Loans,
and in each case shall apply to reduce future scheduled amortization payments of the
respective Term Loans being repaid pro rata based upon the then remaining
amounts of such payments; provided that, at the option of the Borrower, such
prepayments may be applied (x) first, in direct order of maturity to the scheduled
amortization payments of the respective Term Loans which will be due and payable during
the 12 months immediately succeeding the date of the respective prepayment and (y)
second, to the extent in excess of the scheduled amortization payments of the
respective Term Loans due and payable during such 12 month period, as otherwise provided
above without regard to this proviso. In addition, (i) if at any time the outstandings
pursuant to the Revolving Credit Facility (including Letter of Credit outstandings and
Swingline Loans) exceed the aggregate commitments with respect thereto, prepayments of
Revolving Loans and/or Swingline Loans (and/or the cash collateralization of Letters of
Credit) shall be required in an amount equal to such excess and (ii) upon the occurrence
of a change of control (to be defined), all commitments under the Credit Facilities shall
terminate and all outstanding Loans shall become due and payable. 





	Interest

Rates: 	

At the Borrower’s option, Loans may be maintained from time to time as (x) Base Rate
Loans, which shall bear interest at the Base Rate in effect from time to time plus
the Applicable Margin (as defined below) or (y) Eurodollar Loans, which shall bear
interest at the Eurodollar Rate (adjusted for maximum reserves) as determined by the
Administrative Agent for the respective interest period plus the Applicable Margin,
provided, that (I) all Swingline Loans shall bear interest based upon the Base Rate
plus the Applicable Margin and (II) until the earlier to occur of (i) the 90th day
following the Closing Date or (ii) the date upon which the Joint Lead Arrangers shall
determine in their sole discretion that the primary syndication of the Credit Facilities
has been completed, Eurodollar Loans shall be restricted to a single one month Interest
Period at all times, with the first such interest period to begin not sooner than 3
business days after the Closing Date and with any subsequent interest periods to begin on
the last day of the prior one month interest period theretofore in effect. 






     








EXHIBIT A
Page 9


	  	
“Applicable
Margin” shall mean a percentage per annum equal to (x) in the case of Revolving
Loans, Swingline Loans and A Term Loans, the respective percentages set forth in the
pricing grid attached as Annex I hereto based upon the total leverage ratios set forth
therein, and (y) in the case of B Term Loans (A) maintained as Base Rate Loans, 0.75%, and
(B) maintained as Eurodollar Loans, 1.75%. 





	  	
“Base
Rate” shall mean the higher of (x) the rate that the Administrative Agent
announces from time to time as its prime lending rate, as in effect from time to time, and
(y) 1/2 of 1% in excess of the overnight federal funds rate. 





	  	Interest
periods of 1, 2, 3 and 6 months shall be available in the case of Eurodollar Loans. 





	  	
The
Credit Facilities shall include customary protective provisions for such matters as
defaulting banks, capital adequacy, increased costs, reserves, funding losses, illegality
and withholding taxes. The Borrower shall have the right to replace any Lender that (i)
charges a material amount in excess of that being charged by the other Lenders with
respect to contingencies described in the immediately preceding sentence or (ii) refuses
to consent to certain amendments or waivers of the Senior Secured Financing which
expressly require the consent of such Lender and which have been approved by the Required
Lenders. 






	  	
Interest
in respect of Base Rate Loans shall be payable quarterly in arrears on the last business
day of each calendar quarter. Interest in respect of Eurodollar Loans shall be payable in
arrears at the end of the applicable interest period and every three months in the case of
interest periods in excess of three months. Interest will also be payable at the time of
repayment of any Loans and at maturity. All interest on Base Rate Loans, Eurodollar Loans
and commitment fees and any other fees shall be based on a 360-day year and actual days
elapsed. 






	Default Interest:  	 	  	
 Overdue principal, interest and other amounts shall bear interest at a rate per
annum equal to the greater of (i) the rate which is 2% in excess of the rate otherwise
applicable to Base Rate Loans of the respective tranche under the Senior Secured Financing
from time to time and (ii) the rate which is 2% in excess of the rate then borne by such
borrowings. Such interest shall be payable on demand. 






	Commitment Fee:  	 	  	
 A commitment fee, at a per annum rate equal to the respective percentages set forth
in the pricing grid attached as Annex I hereto based upon the total leverage ratios set
forth therein on the daily undrawn portion of the commitments of each Lender under the
Revolving Credit Facility (for such purpose, with outstanding Swingline Loans not being
treated as utilization of the Revolving Credit Facility), will commence accruing on the
Closing Date and will be payable quarterly in arrears. 





     









EXHIBIT A
Page 10




 



	Letter of Credit

Fees: 	


A letter of credit fee equal to the Applicable Margin as in effect from time to time for
Revolving Loans maintained as Eurodollar Loans on the outstanding stated amount of Letters
of Credit (the “Letter of Credit  Fee”) to be shared
proportionately by the Lenders under the Revolving Credit Facility in accordance with
their participation in the respective Letter of Credit, and a facing fee of 1/8 of 1% per
annum (but in no event less than $500 per annum for each Letter of Credit) (the
“Facing Fee”) to be paid to the issuer of each Letter of Credit for its
own account, in each case calculated on the aggregate stated amount of all Letters of
Credit for the stated duration thereof. Letter of Credit Fees and Facing Fees shall be
payable quarterly in arrears. In addition, the issuer of a Letter of Credit will be paid
its customary administrative charges in connection with Letters of Credit issued by it. 





	Agent/

Lender Fees: 	

  The Agents and the Lenders shall receive such fees as have been separately agreed upon.





	Assignments and 

Participations: 	


The Borrower may not assign its rights or obligations under the Senior Secured Financing.
Any Lender may assign, and may sell participations in, its rights and obligations under
the Senior Secured Financing, subject (x) in the case of participations, to customary
restrictions on the voting rights of the participants and (y) in the case of assignments,
to such limitations as may be established by the Administrative Agent (including (i) a
minimum assignment amount of $1.0 million (or, if less, the entire amount of such
assignor’s commitments and outstanding Loans at such time), (ii) an assignment fee in
the amount of $3,500 to be paid by the respective assignor or assignee to the
Administrative Agent and (iii) the receipt of the consent of the Administrative Agent (not
to be unreasonably withheld or delayed)). The Senior Secured Financing shall provide for a
mechanism which will allow for each assignee to become a direct signatory to the Senior
Secured Financing and will relieve the assigning Lender of its obligations with respect to
the assigned portion of its commitment. 







	Waivers and

Amendments:	

Amendments and waivers of the provisions of the loan documentation will require the
approval of Lenders holding commitments and/or outstandings (as appropriate) representing
more than 50% of the aggregate commitments and outstandings under the Credit Facilities
(the “Required Lenders”), except that (a) the consent of each of the
Lenders affected thereby will be required with respect to (i) increases in such
Lender’s commitment amounts, (ii) reductions of principal, interest or fees and (iii)
extensions of final scheduled maturities or times for payment of interest or fees, and (b)
the consent of all of the Lenders shall be required with respect to releases of all or
substantially all of the collateral except as provided in the security release provisions
described above in this Term Sheet; provided that if any of the matters described
in clause (a) or (b) is agreed to by the Required Lenders, the Borrower shall have the
right to either (x) substitute any non-consenting Lender by having its Loans and
commitments assigned, at par, to one or more other institutions, subject to the assignment
provisions set forth above, or (y) with the consent of the Required Lenders, terminate the
commitment of any non-consenting Lender and the repayment in full of all obligations of
the Borrower owed to such Lender relating to the Loans and participations held by such
Lender. 





     





EXHIBIT A
Page 11



	Documentation;

Governing Law: 	

 The Lenders’ commitments for the Senior Secured Financing will be subject to the
negotiation, execution and delivery of definitive financing agreements (and related
security documentation, guaranties, etc.) consistent with the terms of this Term Sheet, in
each case prepared by White & Case LLP as counsel to the Administrative Agent, and
satisfactory to the Administrative Agent and the Lenders (including, without limitation,
as to the terms, conditions, representations, covenants and events of default contained
therein). All documentation shall be governed by the internal laws of the State of New
York (except security documentation that the Administrative Agent determines should be
governed by local law). 








	Conditions

Precedent: 	

Those conditions precedent that are usual and customary for these types of facilities, and
such additional conditions precedent as the Agents shall deem appropriate in the context
of the proposed Transaction. Without limiting the foregoing, the following conditions
shall apply: 







A.   To the Initial Loans 



              	  	 (i)	  	
                    The structure and all terms of, and the documentation for, each component of the
                    Transaction shall be reasonably satisfactory in form and substance to the Agents
                    and the Required Lenders, and such documentation shall be in full force and
                    effect. All conditions precedent to the consummation of the Transaction (other
                    than immaterial conditions), as set forth in the documentation relating thereto,
                    shall have been satisfied, and not waived except with the consent of the Agents
                    and the Required Lenders, to the reasonable satisfaction of the Agents and the
                    Required Lenders. Each component of the Transaction shall have been consummated
                    in accordance with the documentation therefor and all applicable laws. 


                    



     





EXHIBIT A
Page 12

	  	 (ii)	  	
                    All obligations of the Borrower and its subsidiaries with respect to the
                    indebtedness being refinanced pursuant to the Refinancing shall have been paid
                    in full, and all commitments, security interests and guaranties in connection
                    therewith shall have been terminated and released, all to the reasonable
                    satisfaction of the Agents. 



	  	 (iii)	  	
                    The Cash on Hand, when added to the aggregate principal amount of Term Loans
                    incurred on the Closing Date and approximately $310.0 million (as such amount
                    may be increased as set forth under the heading “Revolving Credit Facility
                    – Use of Proceeds” above) of Revolving Loans incurred on the Closing
                    Date, shall be sufficient to effect the Acquisition and the Refinancing and to
                    pay all of the fees and expenses incurred in connection with the Transaction. 



	  	 (iv)	  	
                    After giving effect to the consummation of the Transaction, the Borrower and its
                    subsidiaries shall have no outstanding preferred equity, indebtedness or
                    contingent liabilities, except for indebtedness incurred pursuant to (i) the
                    Senior Secured Financing, (ii) the Existing Target Senior Notes and the Existing
                    Target Senior Note Guaranty and (iii) such other existing indebtedness and
                    disclosed contingent liabilities, if any, as shall be permitted by the Agents
                    and the Required Lenders (the “Existing Indebtedness”), and all
                    stock of Target shall be owned by Borrower free and clear of liens (other than
                    those securing the Senior Secured Financing). If any Existing Indebtedness is
                    permitted to remain outstanding after giving effect to the Transaction, all
                    terms and conditions thereof shall be required to be reasonably satisfactory to
                    the Agents and the Required Lenders. 



	  	 (v)	  	
                    All necessary governmental (domestic and foreign) and material third party
                    approvals and/or consents in connection with the Transaction, the transactions
                    contemplated by the Credit Facilities and otherwise referred to herein shall
                    have been obtained and remain in effect, and all applicable waiting periods
                    shall have expired without any action being taken by any competent authority
                    which, in the judgment of the Agents, restrains, prevents, or imposes materially
                    adverse conditions upon, the consummation of the Transaction or the transactions
                    contemplated by the Credit Facilities or otherwise referred to herein.
                    Additionally, there shall not exist any judgment, order, injunction or other
                    restraint prohibiting or imposing materially adverse conditions upon the
                    Transaction or the transactions contemplated by the Credit Facilities. 


                    


     





EXHIBIT A
Page 13

	  	 (vi)	  	
                    Since December 28, 2003, other than as, and to the extent, expressly disclosed
                    in filings of Target made with the United States Securities and Exchange
                    Commission prior to the date hereof, nothing shall have occurred (and no Agent
                    nor the Required Lenders shall have become aware of any facts or conditions not
                    previously known) which any Agent or the Required Lenders shall determine has
                    had, or could reasonably be expected to have, a Material Adverse Effect. 



	  	 (vii)	  	
                    No litigation by any entity (private or governmental) shall be pending or
                    threatened with respect to the Credit Facilities or any documentation executed
                    in connection therewith, or with respect to the Transaction, or which any Agent
                    or the Required Lenders shall determine has had, or could reasonably be expected
                    to have, a Material Adverse Effect. 



	  	 (viii)	  	
                    All agreements relating to, and the corporate and capital structure of, the
                    Borrower and its subsidiaries, and all organizational documents of the Borrower
                    and its subsidiaries, in each case as the same will exist after giving effect to
                    the consummation of the Transaction, shall be reasonably satisfactory to the
                    Agents and the Required Lenders. 



	  	 (ix)	  	
                    All Loans and all other financings to the Borrower (and all guaranties thereof
                    and security therefor), as well as the Transaction and the consummation thereof,
                    shall be in compliance with all applicable requirements of law, including
                    Regulations T, U and X of the Federal Reserve Board (the “Margin
                    Regulations”). 



	  	 (x)	  	
                    After giving effect to the Transaction, the financings incurred in connection
                    therewith and the other transactions contemplated hereby, there shall be no
                    conflict with, or default under, any material agreement of the Borrower and its
                    subsidiaries (including any such agreements (i) acquired pursuant to the
                    Acquisition, (ii) entered into pursuant to the Transaction and (iii) in respect
                    of Existing Indebtedness), subject to such exceptions as may be agreed upon. 



	  	 (xi)	  	
                    All costs, fees, expenses (including, without limitation, legal fees and
                    expenses) and other compensation contemplated hereby, payable to the Agents and
                    the Lenders or otherwise payable in respect of the Transaction shall have been
                    paid to the extent due. 



	  	 (xii)	  	
                    The Guaranties and Security Agreements required hereunder shall have been
                    executed and delivered in form, scope and substance satisfactory to the Agents
                    and the Required Lenders, and the Lenders shall have a first priority perfected
                    security interest in all assets of the Borrower and the Guarantors as and to the
                    extent required above. 


                    


     





EXHIBIT A
Page 14

	  	 (xiii)	  	
                    The Administrative Agent shall have received legal opinions (addressed to the
                    Agents and the Lenders) from counsel (including, without limitation, New York
                    counsel) covering matters reasonably acceptable to the Administrative Agent
                    (including, without limitation, (x) a no-conflicts opinion as to Existing
                    Indebtedness (if any) and any other material contracts of the Borrower or any of
                    its subsidiaries and (y) compliance with the Margin Regulations). 



	  	 (xiv)	  	
                    The Lenders shall have received a solvency certificate, in form and substance
                    reasonably satisfactory to the Agents, from the chief financial officer of the
                    Borrower, setting forth the conclusions that, after giving effect to the
                    Transaction and the incurrence of all the financings contemplated herein, each
                    of the Borrower on a stand-alone basis and the Borrower and its subsidiaries
                    taken as a whole, is or are not insolvent and will not be rendered insolvent by
                    the indebtedness incurred in connection therewith, and will not be left with
                    unreasonably small capital with which to engage in its or their businesses and
                    will not have incurred debts beyond its or their ability to pay such debts as
                    they mature. 



	  	 (xv)	  	
                    The Agents and the Lenders shall have received and be satisfied with (i)
                    unaudited consolidated financial statements of each of the Borrower and Target
                    for each fiscal quarter of each of the Borrower and Target ended on or after
                    their respective fiscal quarters ended closest to December 31, 2004 and at least
                    45 days prior to the Closing Date, (ii) pro forma consolidated
                    financial statements of the Borrower and its subsidiaries (including Target and
                    its subsidiaries) meeting the requirements of Regulation S-X for registration
                    statements (as if such a registration statement for a debt issuance of the
                    Borrower, became effective on the Closing Date) on Form S-1, (iii) interim
                    financial statements of each of the Borrower and Target for each month ended
                    after the date of the last available quarterly financial statements and at least
                    30 days prior to the Closing Date and (iv) detailed projected consolidated
                    financial statements of the Borrower and its subsidiaries for at least the eight
                    fiscal years ended after the Closing Date, which projections shall (x) reflect
                    the forecasted consolidated financial condition of the Borrower and its
                    subsidiaries after giving effect to the Transaction and the related financing
                    thereof, and (y) be prepared and approved by the Borrower. 





	  	 (xvi)	  	
                    The Borrower and Target shall have fully cooperated in the Joint Lead
                    Arrangers’ syndication efforts for the Credit Facilities, including,
                    without limitation, by promptly providing the Joint Lead Arrangers with all
                    information reasonably deemed necessary by them to successfully complete such
                    syndication. 


                    


     





EXHIBIT A
Page 15

	  	 (xvii)	  	
                    The Lenders shall have received evidence of insurance maintained by the Borrower
                    and its subsidiaries consistent with that of other companies of substantially
                    similar size and scope of operations in the same or substantially similar
                    businesses. 



	  	 (xviii)	  	
                    During the period from the date hereof through the Closing Date, the Borrower,
                    Target and their respective subsidiaries shall have been operated in the
                    ordinary course and shall not have sold any of their respective material assets
                    other than in the ordinary course and consistent with past practice. 



	  	 (xix)	  	
                    During the period from the date hereof through the Closing Date, the matters
                    described under the heading “COMMITMENTS AND CONTINGENCIES –
                    Internal Revenue Service Matters” in Target’s Form 10-Q filed
                    with the United States Securities and Exchange Commission in respect of
                    Target’s fiscal quarter ended September 26, 2004 shall not have been
                    settled with the Internal Revenue Service other than on the basis specified in
                    Target’s disclosure memorandum attached to the Acquisition Agreement (as in
                    effect on the date hereof). 






B.   To All Loans 

	  	 (i)	  	
                    All representations and warranties shall be true and correct in all material
                    respects on and as of the date of the borrowing (although any representations
                    and warranties which expressly relate to a given date or period shall be
                    required to be true and correct in all material respects as of the respective
                    date or for the respective period, as the case may be), before and after giving
                    effect to such borrowing and to the application of the proceeds therefrom, as
                    though made on and as of such date. 



	  	 (ii)	  	
                    No event of default under the Credit Facilities or event which with the giving
                    of notice or lapse of time or both would be an event of default under the Credit
                    Facilities, shall have occurred and be continuing, or would result from such
                    borrowing. 




	Representations 

Warranties: 	


 Those representations and warranties which are usual and customary for these
types of facilities, and such additional representations and warranties as the Agents
shall deem appropriate in the context of the proposed Transaction. 






	Covenants:  		  	
Those covenants usual and customary for these types of facilities, and such additional
covenants as the Agents shall deem appropriate in the context of the proposed Transaction
(with customary exceptions and baskets to be agreed upon). Although the covenants have not
yet been specifically determined, we anticipate that the other covenants shall in any
event include, but not be limited to: 





     





EXHIBIT A
Page 16


	  	 (i)	  	
                    Limitations on other indebtedness (including contingent liabilities and seller
                    notes). 




	  	 (ii)	  	
                    Limitations on mergers, acquisitions, joint ventures, partnerships and
                    acquisitions and dispositions of assets. 




	  	 (iii)	  	
                    Limitations on sale-leaseback transactions. 




	  	 (iv)	  	
                    Limitations on dividends and other restricted payments. 




	  	 (v)	  	
                    Limitations on voluntary prepayments of other indebtedness and amendments
                    thereto, and amendments to organizational documents and other material
                    agreements. 




	  	 (vi)	  	
                    Limitations on transactions with affiliates and formation of subsidiaries. 




	  	 (vii)	  	
                    Limitations on (x) investments (including joint ventures and partnerships) and
                    (y) holding cash and cash equivalents at any time Revolving Loans are
                    outstanding. 




	  	 (viii)	  	
                    Maintenance of existence and properties; corporate separateness. 




	  	 (ix)	  	
                    Limitations on liens. 




	  	 (x)	  	
                    Various financial covenants customary for a transaction of this type, including
                    without limitation: 




	  	 (a)	  	
          Maximum Total Debt to EBITDA and 





	  	 (b)	  	
          Minimum Interest Coverage Ratio. 





	  	 (xi)	  	
          Limitations on capital expenditures. 





	  	 (xii)	  	
                    Adequate insurance coverage. 




	  	 (xiii)	  	
                    ERISA covenants. 




	  	 (xiv)	  	
                    Financial reporting, notice of environmental, ERISA-related matters and material
                    litigation and visitation and inspection rights. 




	  	 (xv)	  	
                    Compliance with laws, including environmental and ERISA. 




	  	 (xvi)	  	
                    Payment of taxes and other liabilities. 




	  	 (xvii)	  	
                    Limitation on changes in nature of business. 


                    



     





EXHIBIT A
Page 17


	  	 (xviii)	  	
                    The obtaining of interest rate protection in amounts and for periods to be
                    determined. 




	  	 (xix)	  	
                    Use of proceeds. 




	Events of Default:  	 	  	
Those events of default usual and customary for these types of facilities, and
such additional events of default as are appropriate under the circumstances, including,
without limitation, a change of control (to be defined to the satisfaction of the Agents)
of the Borrower. 






	Indemnification:  	 	  	
The documentation for the Senior Secured Financing will contain customary indemnities for
the Agents, the Lenders and their respective employees, agents and affiliates (other than
as a result of such person’s gross negligence or willful misconduct as determined by
a court of competent jurisdiction in a final and non-appealable decision). 












ANNEX I 



	

	Total	 	 	greater	 	 	greater	 	 	greater than or 	 	 	greater than	 	 	greater than	 	 	less than	 	 
	Leverage	 	 	than or	 	 	than or	 	 	equal to	 	 	or equal to	 	 	or equal to	 	 	3.00:1.00	 	 
	Ratio	 	 	equal to	 	 	equal to	 	 	4.00:1.00 and	 	 	3.50:1.00	 	 	3.00:1.00	 	 		 	 
		 	 	5.00:1.00	 	 	4.50:1.00	 	 	less than	 	 	and less than 4.00:1.00	 	 	and less than 3.50:1.00	 	 		 	 
		 	 		 	 	and less	 	 	4.50:1.00	 	 
		 	 		 	 	than 5.00:1.00	 	 		 	 
		 	 
	

	Applicable Margin	 	 	1.50%	 	 	1.25%	 	 	1.00%	 	 	0.875%	 	 	0.75%	 	 	0.625%	 	 
	for LIBOR Loans	 	 
	

	Applicable Margin	 	 	0.50%	 	 	0.25%	 	 	0.00%	 	 	0.00%	 	 	0.00%	 	 	0.00%	 	 
	for Base Rate	 	 
	Loans	 	 
	

	Revolving Credit	 	 	0.50%	 	 	0.375%	 	 	0.30%	 	 	0.25%	 	 	0.25%	 	 	0.25%	 	 
	Facility	 	 
	Commitment Fee	 	 
	





At any time that a default or an
event of default exists under the Credit Facilities, the Applicable Margin for the
respective types of Loans shall be the highest percentages set forth in the grid above.