EX-10.9



 Exhibit 10.9 

Execution Version 
 SECOND
AMENDMENT TO INTERCREDITOR AGREEMENT 
 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. 
 W
I T N E S S E T H : 
 WHEREAS, the First Priority Representative, the Second
Priority Representative, the Obligors, and the Loan Parties are parties to an Intercreditor Agreement, dated as of January 30, 2012 (as amended by the First Amendment to Intercreditor Agreement, dated as of May 1, 2013, and as further
amended, restated, modified and/or supplemented to, but not including, the date hereof, the “Intercreditor Agreement”); 

WHEREAS, Lee Enterprises, Incorporated (“Lee”), the indirect parent of each of the Obligors, intends on the date hereof to
refinance in full and replace the Second Lien Loan Agreement, dated as of January 30, 2012, among Lee, the Second Priority Representative and certain lenders from time to time party thereto, with the proceeds of Permitted Refinancing Debt (as
defined in the New Pulitzer Note Agreement) pursuant to a Second Lien Loan Agreement, dated as of March 31, 2014, by and among Lee, the lenders from time to time party thereto and the Second Priority Representative, as administrative agent and
as collateral agent (as amended, restated, modified and/or supplemented from time to time, the “New Second Lien Loan Agreement”); 

WHEREAS, the parties hereto have agreed, subject to the terms and conditions of this Amendment, and for the good and valuable consideration
provided herein, to amend the Intercreditor Agreement to, among other things, establish and confirm that the indebtedness issued under the New Second Lien Loan Agreement constitutes Second Priority Obligations under the Intercreditor Agreement; 

NOW, THEREFORE, it is agreed: 
 SECTION 1.
Amendments to the Intercreditor Agreement. 
 (a) The third “WHEREAS” clause of the recitals of the Intercreditor Agreement
is hereby amended to replace the defined term “Second Priority Term Loan Agreement” with the defined term “Existing Second Priority Term Loan Agreement”. 

(b) The recitals of the Intercreditor Agreement are hereby further amended to insert the following new “WHEREAS” clause as the fifth
“WHEREAS” clause thereof: 







 “WHEREAS, on March 31, 2014 Lee refinanced in full and replaced the
Existing Second Priority Term Loan Agreement with the proceeds of Permitted Refinancing Debt (as defined in the New Pulitzer Note Agreement (as defined below)) pursuant to the Second Priority Term Loan Agreement (as defined below);” 

(c) The recitals of the Intercreditor Agreement are hereby further amended by deleting the text “Second Priority Term Loan Agreement”
from the fourth “WHEREAS” clause thereof and inserting the text “Existing Second Priority Term Loan Agreement” in the place thereof. 

(d) The recitals of the Intercreditor Agreement are hereby further amended by deleting the text “pursuant to that certain Subsidiaries
Guaranty, dated as of the date hereof” from the sixth “WHEREAS” clause thereof and inserting the text “pursuant to that certain Guarantee and Collateral Agreement, dated as of March 31, 2014” in the place thereof. 

(e) Section 1.1 of the Intercreditor Agreement is hereby amended by adding the following defined terms in Section 1.1 in appropriate
alphabetical order: 
 “Existing Second Priority Term Loan Agreement” has the meaning set forth in the
recitals to this Agreement. 
 “Second Priority Term Loan Agreement” means the Second Lien Loan Agreement,
dated as of March 31, 2014, by and among Lee, the Second Priority Representative and certain lenders from time to time party thereto, as amended, supplemented, amended and restated or otherwise modified from time to time.” 

SECTION 2. Miscellaneous Provisions 
 (a)
Each party hereto acknowledges and agrees that the Intercreditor Agreement (as modified hereby) and all agreements and obligations thereunder, are valid and enforceable against such Person in every respect and all of the terms and conditions thereof
are legally binding upon such Person, and the Second Priority Secured Parties and the Loan Parties reaffirm the priorities set forth in Section 2 of the Intercreditor Agreement. 

(b) Each party hereto acknowledges and agrees that the Second Priority Representative hereunder is the “Second Priority
Representative” for purposes of the Intercreditor Agreement as of the date hereof. 
 (c) Each party hereto acknowledges and agrees that
the First Priority Obligations Payment Date has not occurred as of the date hereof. 
 (d) The Second Priority Secured Parties and the Loan
Parties acknowledge and agree that the aggregate principal amount of the Notes outstanding on the date hereof (after giving effect to the transactions contemplated to occur on the date hereof) under the First Priority Agreement does not exceed the
Maximum First Priority Amount (as amended herein). 







 (e) The Second Priority Secured Parties and the Loan Parties acknowledge and agree that a
memorandum of Intercreditor Agreement or any other document setting forth the effect of the Intercreditor Agreement may be recorded to evidence the priorities set forth in the Intercreditor Agreement by any party hereto in any jurisdiction,
including in connection with the execution, delivery, and recordation of deeds of trust, mortgages, deeds, and similar instruments for real property comprising Common Collateral. 

(f) This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the
Intercreditor Agreement. 
 (g) This Amendment may be executed in any number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered (including by facsimile or other electronic transmission) shall be an original, but all of which shall together constitute one and the same instrument. 

(h) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED BY
MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK ARE GOVERNED BY THE LAWS OF SUCH JURISDICTION. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AND FOR ANY COUNTERCLAIM THEREIN. 

(i) From and after the date hereof, all references to the Intercreditor Agreement shall be deemed to be references to the Intercreditor
Agreement as modified hereby. 
 [Remainder of page intentionally left blank.] 







 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and
deliver this Amendment as of the date first above written. 
  

			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as First Priority Representative for and on behalf of the First
Priority Secured Parties

		
	By:	 	/s/ Teresa Petta
		 	Name: Teresa Petta
		 	Title: Vice President


 Signature Page to Second Amendment to Intercreditor Agreement 







 
			
	 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Priority Representative for and on behalf of the Second Priority
Secured Parties

		
	By:	 	/s/ Joshua G. James
		 	Name: Joshua G. James
		 	Title: Assistant Vice President


 Signature Page to Second Amendment to Intercreditor Agreement 







 
					
	PULITZER INC.
	FLAGSTAFF PUBLISHING CO.
	HANFORD SENTINEL INC.
	NAPA VALLEY PUBLISHING CO.
	PANTAGRAPH PUBLISHING CO.
	PULITZER MISSOURI NEWSPAPERS, INC.
	PULITZER NEWSPAPERS, INC.
	PULITZER TECHNOLOGIES, INC.
	SANTA MARIA TIMES, INC.
	SOUTHWESTERN OREGON PUBLISHING CO.
	 STAR PUBLISHING COMPANY

	 YNEZ CORPORATION

		
	By:	 	 /s/ C. D. Waterman III

	Name:	 	C. D. Waterman III
	Title:	 	Secretary
	
	 FAIRGROVE LLC

		
	By:	 	ST. LOUIS POST-DISPATCH LLC,
		 	Managing Member
		
	By:	 	PULITZER Inc., Managing Member
			
		 	By:	 	 /s/ C. D. Waterman III

		 	Name:	 	C. D. Waterman III
		 	Title:	 	Secretary
	
	AMPLIFIED DIGITAL, LLC
	STL DISTRIBUTION SERVICES LLC
	ST. LOUIS POST-DISPATCH LLC
	SUBURBAN JOURNALS OF GREATER ST.     LOUIS LLC
	PULITZER NETWORK SYSTEMS LLC
		
	By:	 	PULITZER INC., Managing Member
			
		 	By:	 	 /s/ C. D. Waterman III

		 	Name:	 	C. D. Waterman III
		 	Title:	 	Secretary


 Signature Page to Second Amendment to Intercreditor Agreement