VII
Insurance
SCHEDULE VIII
Existing Liens
SCHEDULE IX
Existing Investments
SCHEDULE X
Real Property
SCHEDULE XI
Transactions
SCHEDULE XII
Litigation
EXHIBIT A-1
Form of Notice of Borrowing
EXHIBIT A-2
Form of Notice of Conversion/Continuation
EXHIBIT B-1
Form of Term Note
EXHIBIT B-2
Form of Revolving Note
EXHIBIT B-3
Form of Swingline Note
EXHIBIT C
Form of Letter of Credit Request
EXHIBIT D
Form of Section 5.04(b)(ii) Certificate
EXHIBIT E
Form of Opinion of Lane & Waterman LLP and Sidley Austin 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-1
Form of Pledge Agreement
EXHIBIT I-2
Form of Security 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 Intercreditor Agreement
(v)
Exhibit A-1
Page 1
FORM OF NOTICE OF BORROWING
[Date]
Deutsche Bank Trust Company Americas, as Administrative Agent (the
"Administrative Agent") for the Lenders party to the Credit Agreement referred
to below
5022 Gate Parkway
Building 200
32256 Jacksonville, Florida
Attention: Tihana Mesic
Ladies and Gentlemen:
The undersigned, Lee Enterprises, Incorporated, a Delaware corporation (the
"Borrower"), refers to the Exit Credit Agreement, dated as of January 30, 2012
(as amended, restated, modified and/or supplemented from time to time, the
"Credit Agreement"; the capitalized terms defined therein being used herein as
therein defined), among the Borrower, the lenders from time to time party
thereto (each, a "Lender" and collectively, the "Lenders"), Deutsche Bank
Securities Inc. and Goldman Sachs Lending Partners LLC, as Joint Lead Arrangers
and Joint Book Running Managers, and you, as Administrative Agent and Collateral
Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to
Section [2.03(a)] [2.03(b)(i)] of the Credit Agreement, that the undersigned
hereby requests a Borrowing under the Credit Agreement, and in that connection
sets forth below the information relating to such Borrowing (the "Proposed
Borrowing") as required by Section [2.03(a)] [2.03(b)(i)] of the Credit
Agreement:
(i)
The Business Day of the Proposed Borrowing is
,
.1
(ii)
The aggregate principal amount of the Proposed Borrowing is
$
.
(iii)
The Loans to be made pursuant to the Proposed Borrowing shall consist
of [Revolving Loans] [Swingline Loans].
(iv)
The Loans to be made pursuant to the Proposed Borrowing shall be
initially maintained as [Base Rate Loans] [Eurodollar Loans].
1
Shall be a Business Day at least one Business Day in the case of Base Rate Loans
(or same day notice in the case of Swingline Loans) and at least three Business
Days in the case of Eurodollar Loans, in each case, after the date hereof,
provided that (in each case) any such notice shall be deemed to have been given
on a certain day only if given before 11:00 A.M. (New York time) (or 1:00 P.M.
(New York time) in the case of Swingline Loans) on such day.
Exhibit A-1
Page