Indebtedness
SCHEDULE VII
Insurance
SCHEDULE VIII
Existing Liens
SCHEDULE IX
Existing Investments
EXHIBIT A-1
Form of Notice of Borrowing
EXHIBIT A-2
Form of Notice of Conversion/Continuation
EXHIBIT B-1
Form of A Term Note
EXHIBIT B-2
Form of B Term Note
EXHIBIT B-3
Form of Revolving Note
EXHIBIT B-4
Form of Incremental Term Note
EXHIBIT B-5
Form of Swingline Note
EXHIBIT C
Form of Letter of Credit Request
EXHIBIT D
Form of Section 5.04(b)(ii) Certificate
EXHIBIT E-1
Form of Opinion of Lane & Waterman LLP, special counsel to the Credit Parties
EXHIBIT E-2
Form of Opinion of Gardner Carton & Douglas LLP, special counsel to the
Credit Parties
EXHIBIT F
Form of Officers' Certificate
EXHIBIT G
Form of Subsidiaries Guaranty
EXHIBIT H
Form of Intercompany Subordination Agreement
EXHIBIT I
Form of Pledge Agreement
EXHIBIT J
Form of Solvency Certificate
EXHIBIT K
Form of Compliance Certificate
EXHIBIT L
Form of Assignment and Assumption Agreement
EXHIBIT M
Form of Intercompany Note
EXHIBIT N
Form of Incremental Term Loan Commitment Agreement
EXHIBIT O
Form of Incremental RL Commitment Agreement
(v)
CREDIT AGREEMENT, dated as of June 3, 2005, among LEE ENTERPRISES, INCORPORATED,
a Delaware corporation (the "Borrower"), the Lenders party hereto from time to
time, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, DEUTSCHE
BANK SECURITIES INC. and SUNTRUST CAPITAL MARKETS, INC., as Joint Lead
Arrangers, DEUTSCHE BANK SECURITIES INC., as Book Running Manager, SUNTRUST
BANK, as Syndication Agent, and BANK OF AMERICA, N.A., THE BANK OF NEW YORK and
THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, as Co-Documentation Agents.
All capitalized terms used herein and defined in Section 1 are used herein as
therein defined.
WITNESSETH:
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the Borrower the respective credit
facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1. Definitions and Accounting Terms.
1.01 Defined Terms. As used in this Agreement, the following terms shall have
the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
"A Term Loan" shall have the meaning provided in Section 2.01(a).
"A Term Loan Commitment" shall mean, for each Lender, the amount set forth
opposite such Lender's name in Schedule I directly below the column entitled "A
Term Loan Commitment," as the same may be terminated pursuant to Section 4.03 or
11.
"A Term Loan Maturity Date" shall mean June 3, 2012.
"A Term Note" shall have the meaning provided in Section 2.05(a).
"Acquired EBITDA" shall mean, for any Acquired Entity or Business for any
period, the Consolidated EBITDA as determined for such Acquired Entity or
Business for such period on a basis substantially the same (with necessary
reference changes) as provided in the definition of Consolidated EBITDA
contained herein, except that (i) all references therein and in the component
definitions used in determining Consolidated EBITDA to "the Borrower and its
Subsidiaries" shall be deemed to be references to the respective Acquired Entity