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
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 21, 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.
W I T N E S S E T H:
WHEREAS, the Borrower, the Original Lenders, the Administrative Agent and the
other Agents have entered into the Original Credit Agreement;
WHEREAS, subject to and upon the terms and conditions set forth herein, (x) the
parties hereto wish to amend and restate the Original Credit Agreement in the
form of this Agreement and (y) the Lenders are willing to make available to the
Borrower the respective credit facilities provided for herein;
NOW, THEREFORE, IT IS AGREED that the Original Credit Agreement shall be and is
hereby amended and restated in its entirety as follows:
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"