SEC Filing | Lee Enterprises, Inc.

Support Agreement, dated as of August 11, 2011, among Lee Enterprises, Incorporated, certain of its subsidiaries, certain lenders identified on the signature pages thereof and such other entities from time to time party thereto

Backstop Commitment Letter, dated September 8, 2011, among Lee Enterprises, Incorporated, certain of its subsidiaries and Goldman Sachs Lending Partners LLC

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sept8k111.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 8, 2011

_______________________________________________________________________

LEE ENTERPRISES, INCORPORATED

(Exact name of Registrant as specified in its charter)

_______________________________________________________________________

Commission File Number 1-6227

Delaware

(State of Incorporation)

42-0823980

(I.R.S. Employer Identification No.)

201 N. Harrison Street, Davenport, Iowa 52801

(Address of Principal Executive Offices)

(563) 383-2100

Registrant’s telephone number, including area code

_____________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry Into a Material Definitive Agreement.

On September 8, 2011, Lee Enterprises, Incorporated (the “Company”) and certain of its subsidiaries entered into a Support Agreement (the “Support Agreement”) with certain lenders (the “Supporting Lenders”) under the Company’s Amended and Restated Credit Agreement, dated as of December 21, 2005, as amended (“Credit Agreement”), among the Company, the lenders from time to time party thereto and Deutsche Bank Trust Company Americas, as Administrative Agent. The Credit Agreement governs the Company’s existing revolving credit facility and A Term Loan Facility. As of September 8, 2011, approximately $286.4 million remained outstanding under the revolving credit facility and approximately $569.3 million remained outstanding under the A Term Loan Facility.

The Supporting Lenders agree, among other things, to support and consummate (i) an amendment and extension of the Credit Agreement beyond its current maturity of April 2012 in a structure of first lien and second lien term loans pursuant to the Support Agreement, and (ii) other restructuring transactions contemplated by and consistent with the Support Agreement. The Support Agreement is dated as of August 11, 2011 and became effective by its terms on September 8, 2011.

The first lien loan consists of a term loan of $689.5 million, together with a $40 million revolving credit facility that is not expected to be drawn at closing. The first lien term loan will be unconditionally guaranteed by the Company and its subsidiaries (the “First Lien Guarantors”) other than Pulitzer Inc. and its subsidiaries and Madison Newspapers, Inc. The first lien term loan will also be secured by a first-priority security interest in substantially all assets of the Company and the First Lien Guarantors, with the revolving credit facility having super priority in the payment waterfall.

The second lien loan consists of a $175 million term loan. The second lien term loan will be unconditionally guaranteed by the Company and its subsidiaries, including Pulitzer Inc. and its subsidiaries (the “Second Lien Guarantors”), other than Madison Newspaper, Inc., Star Publishing Company and TNI Partners. The second lien term loan will also be secured by a second-priority security interest in substantially all assets of the Company and the Second Lien Guarantors.

Other provisions of the Support Agreement include:

·	The first lien term loan carries interest at LIBOR plus 6.25 percent with a LIBOR floor of 1.25 percent.

·	Interest on the $40 million revolving credit facility is LIBOR plus 5.0 percent, with a LIBOR floor of 1.25 percent.

·	The maturity of the first lien term loan and the revolving credit facility is December 2015.

·	Quarterly amortization payments for the first lien term loan total $10 million annually in the first year, beginning June 2012, increasing to $12 million in the second year and to $13.5 million thereafter. A quarterly cash flow sweep will also be used to reduce debt.

·	Covenants under the first lien loan agreement include a minimum interest coverage ratio, maximum total leverage ratio and capital expenditure limitation.

·	The second lien term loan carries an interest rate of 15 percent and matures in April 2017. It requires no amortization and has no affirmative financial covenants.

As a condition of the Support Agreement, the Company will be required to refinance the remainder of its debt, the Pulitzer Notes, with a separate $175 million loan still to be arranged. The current obligation, which as of September 8, 2011 is approximately $142.5 million, matures in April 2012.

The Support Agreement contains customary terms, is subject to certain material conditions and may be terminated upon occurrence of certain events.

The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement and the related transaction term sheet attached thereto, which are filed as Exhibit 10.1 hereto and are incorporated herein by reference.

In addition, on September 8, 2011, as part of the transactions contemplated under the Support Agreement, the Company and certain of its subsidiaries entered into Backstop Commitment Letters (“Backstop Commitment Letters”) with each of following Supporting Lenders: Goldman Sachs Lending Partners LLC, Franklin Templeton/Mutual Quest Fund and Monarch Master Funding Ltd ( the “Backstop Lenders”).

Under the Backstop Commitment Letters, each Backstop Lender has committed severally, but not jointly with any other Backstop Lender, to convert a pro rata portion of its funded existing loans under the Credit Agreement (the “Existing Loans”), in an aggregate principal amount of up to $166.25 million (but no less than $150 million in aggregate for all Supporting Lenders, including the Backstop Lenders), into a ratable portion of:

·	second lien term loans in an aggregate principal amount of up to $175 million (but no less than $157.5 million in aggregate of all second lien term loans on the closing date), ratably including original issue discount of up to approximately $8.75 million; and

·	approximately 6,744,000 shares of the Company’s fully paid and non-assessable Common Stock, an amount equal to 13 percent of outstanding shares on a pro forma basis as of the closing date.

If any Supporting Lenders (other than the Backstop Lenders) do not elect to convert their full pro rata portion of Existing Loans into second lien term loans and the Company’s Common Stock (such unsubscribed loans and shares, the “Remainder Loans and Shares”), or the second lien

term loan is otherwise not fully utilized and subscribed for, each Backstop Lender will have the obligation to convert an additional portion of its Existing Loans into and/or pay cash to the Company for, its ratable share of the Remainder Loans and Shares. This provision is intended to provide that the second lien term loan is fully utilized and subscribed for, subject to and in accordance with the Backstop Commitment Letters.

The Backstop Commitment Letters are substantially similar in all material respects. The Backstop Commitment Letters contain customary terms, are subject to certain material conditions and may be terminated upon occurrence of certain events.

The foregoing description of the Backstop Commitment Letters does not purport to be complete and is qualified in its entirety by reference to the Goldman Sachs Lending Partners LLC Backstop Commitment Letter, Franklin Templeton/Mutual Quest Fund Backstop Commitment Letter and Monarch Master Fund Ltd Backstop Commitment Letter, which are filed as Exhibits 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01.

Other Events.

On September 8, 2011, the Company issued a news release announcing, among other things, its entry into the Support Agreement and that the Credit Agreement will be amended and extended beyond its current maturity of April 2012.

The news release states that the method for implementing the Support Agreement is expected to be determined within the next few weeks. According to the news release, support among lenders has already reached more than 90 percent. If the Company can achieve lender support of 95 percent, and assuming successful completion of the Pulitzer Notes refinancing, the Company expects to implement the transactions out of court. Otherwise, the Company will seek to implement the transactions through a joint prepackaged plan of reorganization under Chapter 11 of the United States Bankruptcy Code.

A copy of the news release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		LEE ENTERPRISES, INCORPORATED


Date: September 9, 2011	By:
		Carl G. Schmidt
		Vice President, Chief Financial Officer,
		and Treasurer

INDEX TO EXHIBITS

Exhibit No.	Description

10.1	Support Agreement dated as of August 11, 2011, among Lee Enterprises, Incorporated, certain of its subsidiaries, certain lenders identified on the signature pages thereof and such other entities from time to time party thereto

10.2	Backstop Commitment Letter, dated September 8, 2011, among Lee Enterprises, Incorporated, certain of its subsidiaries and Goldman Sachs Lending Partners LLC

10.3	Backstop Commitment Letter, dated September 8, 2011, among Lee Enterprises, Incorporated, certain of its subsidiaries and Franklin Templeton/Mutual Quest Fund

10.4	Backstop Commitment Letter, dated September 8, 2011, among Lee Enterprises, Incorporated, certain of its subsidiaries and Monarch Master Funding Ltd

99.1	News Release of Lee Enterprises, Incorporated, dated September 8, 2011, Announcing the Company and its Lenders Agree on Refinancing

supportagreement.htm Exhibit 10.1 - Support Agreement dated as of August 11, 2011

Execution Version

SUPPORT AGREEMENT

This SUPPORT AGREEMENT is dated as of August 11, 2011 (this “Support Agreement”, and such date, the “Support Agreement Date”) by each of Lee Enterprises, Incorporated, a Delaware corporation (the “Company”), the Subsidiary Guarantors and other entities set forth on Schedule 1 annexed hereto (collectively, the “Company Parties”) and such other lenders from time to time party hereto (the “Consenting Lenders” and together with the Company Parties, “Parties”).

WHEREAS, the Company and the Consenting Lenders are party to the Amended and Restated Credit Agreement, dated as of December 21, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the lenders party thereto from time to time, Deutsche Bank Trust Company Americas, as administrative agent (in such capacity, the “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. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Credit Agreement; and

WHEREAS, the Company Parties have requested that the Lenders under the Credit Agreement execute and deliver this Support Agreement in connection with effectuating the transactions described in the Term Sheet (as defined below).

NOW, THEREFORE, in consideration of the foregoing and the promises, mutual covenants, and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound, agrees as follows:

Section 1. Term Sheet, Plan of Reorganization, and Definitive Documentation.

1.1 Support of Term Sheet, Plan and Definitive Documentation.

(a)

Until the Termination Date (as defined below), the Parties, severally and not jointly, agree (i) to support and consummate the transactions contemplated by the term sheet annexed hereto as Exhibit A (including the Exhibits and Annexes thereto and any supplements thereto, the “Term Sheet”) and (ii) that if Lenders holding less than 95% of the aggregate of the (x) outstanding principal amount of Term Loans and Revolving Loans and (y) Letter of Credit Outstandings execute and deliver this Support Agreement and the Company elects, at its option, and delivers on behalf of itself and the other Company Parties a written notice to the Administrative Agent (which notice, for the avoidance of doubt, may be delivered by the Company no earlier than the date 20 days after the Effective Date (defined below) subject to the terms hereof and only if Lenders holding less than 95% of the aggregate of the (x) outstanding principal amount of Term Loans and Revolving Loans and (y) Letter of Credit Outstandings have executed this Support Agreement), then the Company Parties shall take all actions necessary to obtain requisite corporate approvals, prepare for and commence the Chapter 11

Cases (as defined below) and, in such event, each of the Parties hereto shall, subject to Section 6, support and agree to the Plan (as defined below) which shall incorporate the terms of the Term Sheet (the “Prepackaged Alternative” and the written notice relating thereto being the “Prepackaged Alternative Notice”).

(b)

Until the Termination Date, the Company Parties, jointly and severally, agree to: (i) to take any and all necessary and appropriate actions in furtherance of all of the transactions contemplated under this Support Agreement and the Term Sheet, (ii) use commercially reasonable efforts to cause Lenders holding 95% of the aggregate of the (x) outstanding principal amount of the Term Loans and the Revolving Loans and (y) Letter of Credit Outstandings to execute this Support Agreement, and (iii) that in the event the Company Parties elect to effectuate the transactions contemplated under this Support Agreement and the Term Sheet pursuant to the Prepackaged Alternative (A) in conjunction with distribution of a Disclosure Statement (as defined below) solicit votes from Lenders to accept or reject a prepackaged Chapter 11 plan of reorganization that effectuates the terms of the Term Sheet, is materially consistent with the terms of the Term Sheet, and is otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Initial Backstop Lenders (as defined below) (the “Plan”), (B) commence reorganization cases (the “Chapter 11 Cases”) for each of the Company Parties (provided that the Company Parties may elect to exclude Pulitzer Inc. and its subsidiaries from such reorganization cases if prior to the commencement of the Chapter 11 Cases for the other Company Parties the “Required Holders” under the St. Louis Post-Dispatch LLC Note Agreement dated as of May 1, 2000 (the “Required Holders”) have agreed to the terms of a forbearance agreement that is reasonably acceptable to the Company Parties, the Administrative Agent and the Initial Backstop Lenders (the “Pulitzer Forbearance Agreement”)) by filing voluntary petitions (the date of their filing, the “Petition Date”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), (C) file and seek approval on an interim and final (to the extent applicable) basis of “first-day” motions, including, without limitation, a motion seeking approval of debtor in possession financing and/or consensual use of cash collateral of the “Secured Creditors” under and as defined in the Credit Agreement (collectively, the “Secured Creditors”) and providing adequate protection to such Secured Creditors, including current pay cash interest at the non-default rate specified in the Credit Agreement for accrued and unpaid interest as of the Petition Date and for interest accruing after the Petition Date, adequate protection liens, superpriority administrative claims and payment of reasonable professional fees and expenses (including, without limitation, reasonable legal counsel fees and financial advisor fees) of the Administrative Agent and the Initial Backstop Lenders (“Adequate Protection”) (all of which motions and related orders shall be in form and substance reasonably satisfactory to the Administrative Agent, collectively, the “First Day Motions”), (D) request, file and seek approval of a motion (the “Backstop Lender Reimbursement Motion”) requesting authority to pay the reasonable professional fees and expenses of the Initial Backstop Lenders (which motion and related order shall be in form and substance reasonably satisfactory to the Administrative Agent and the Initial Backstop Lenders), (E) file the Plan and Disclosure Statement with the Bankruptcy Court on the Petition Date and seek approval of the Disclosure Statement and confirmation of the Plan, and (F) take any and all necessary and

appropriate actions in furtherance of all of the restructuring transactions contemplated under this Support Agreement, the Plan and the Term Sheet.

(c)

Until the Termination Date, each Consenting Lender, severally and not jointly, hereby agrees (i) to take any and all necessary and appropriate actions in furtherance of all of the restructuring transactions contemplated under this Support Agreement and the Term Sheet and (ii) that in the event the Company Parties elect to effectuate the restructuring transactions contemplated under this Support Agreement and the Term Sheet pursuant to the Prepackaged Alternative (A) subject to receipt of the Disclosure Statement and proper solicitation thereunder, timely vote its claims (as defined in section 101(5) of the Bankruptcy Code) against the applicable Company Parties as set forth on Schedule 2 in annexed hereto and as may be acquired after the date hereof pursuant to Section 7.1(a) of this Support Agreement from another Consenting Lender hereto (the “Claims”, provided that as used herein, “Claims” shall not include any claim held by a Consenting Lender to the extent excluded by 7.7(c) of this Support Agreement), now or hereafter beneficially owned by such Consenting Lender or for which the Consenting Lender now or hereafter serves as the nominee, investment manager or advisor for beneficial holders, and, in such capacity, cause its affiliates and funds (solely to the extent such Consenting Lender has voting control of such affiliates or funds and solely with respect to such Claims) (x) vote to accept the Plan, (y) not change or withdraw (or cause to be changed or withdrawn) such vote unless the Plan is modified in a manner materially inconsistent with the Term Sheet or, in relation to the Backstop Lenders, the Backstop Commitment Letter (as defined in Section 3(e) below), and (z) to the extent such election is available, not elect on its ballot to preserve any claims that may be affected by any releases provided for under the Plan (provided that such Consenting Lender is similarly granted a release under the Plan), (B) exchange a ratable portion (or ratable or greater portion in the case of each Backstop Lender) of the principal amount of its outstanding Loans under the Credit Agreement for Second Lien Term Loans (as defined in Exhibit B to the Term Sheet) in a manner consistent with and subject to the terms of the Term Sheet and any Backstop Commitment Letter, and in the amounts set forth in, Schedule 2 hereto or the schedule to such Consenting Lender’s Lender Joinder (as applicable), (C) support confirmation of the Plan (and not object to, or support any other person’s efforts to oppose or object to, confirmation of the Plan), unless the Plan is modified in a manner materially inconsistent with the Term Sheet or, in relation to the Backstop Lenders, the Backstop Commitment Letter, including seeking the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent and the Initial Backstop Lenders (the “Confirmation Order”), (D) support (and not object to) the First Day Motions and the Backstop Lender Reimbursement Motion, (E) refrain from taking any action not required by law which is inconsistent with, or that would materially delay or impede approval, confirmation or consummation of the Plan or that is otherwise inconsistent with the express terms of this Support Agreement or the Term Sheet (unless such action is taken in response to an action taken by a Company Party or other entity not a party hereto that is inconsistent with the terms of this Support Agreement or, in relation to the Backstop Lenders, the Backstop Commitment Letter (as defined in Section 3(e) below)), and (F) not, directly or indirectly, propose, support, solicit, encourage, or participate in the formulation of any plan of reorganization or liquidation in the Chapter 11 Cases other than the Plan.

Notwithstanding anything herein to the contrary, (x) except with respect to the Backstop Lenders, each Consenting Lender may, in its sole discretion, elect at the time of such Lender’s execution and delivery of this Support Agreement or Lender Joinder to exchange a portion of its Loans to Second Lien Term Loans in the amount set forth on Schedule 2 hereto or the schedule to such Consenting Lender's Lender Joinder, in each case, such Consenting Lender's percentage interest in the Second Lien Term Loans shall not exceed such Consenting Lender's percentage interest, determined as of the date of its election, in the aggregate outstanding Loans under the Credit Agreement (with respect to each Consenting Lender, its “Maximum Exchange Percentage”, and the aggregate of all Consenting Lender Maximum Exchange Percentages (other than those of the Backstop Lenders) being the “Consenting Lender Second Lien Allocation”), (y) the Initial Backstop Lenders may satisfy, in part, their commitments to exchange their Claims into Second Lien Term Loans hereunder by acquiring Claims of other Lenders in accordance with Section 7.1 hereof and exchanging such acquired Claims in accordance herewith or in an aggregate amount of up to $10,000,000 in cash, which cash proceeds shall be applied as set forth in Exhibit B to the Term Sheet, and (z) the Company Parties agree that as of the closing date of the transactions contemplated hereby the Backstop Lenders’ actual aggregate allocation of Second Lien Term Loans shall be no less than 100% minus the Consenting Lender Second Lien Allocation except to the extent such amount would be in excess of the aggregate Backstop Lender commitments (provided that any such commitments shall be set forth solely in the Backstop Commitment Letter addressed to the Company referenced in Section 3(e) and nothing in this Support Agreement or the Schedules, Exhibits, or Annexes hereto shall constitute an express (or implied) commitment by any Backstop Lenders to exchange any loans or otherwise provide any financing to the Company Parties).

For the avoidance of doubt, each of the Parties also agrees, severally and not jointly, that, unless this Support Agreement is terminated in accordance with the terms hereof, it will not take any action (or refrain from taking an action) that would in any material respect interfere with, delay, or postpone the effectuation of the restructuring transactions contemplated by this Support Agreement and the Term Sheet and, if necessary, confirmation and consummation of the Plan and implementation of the restructuring transactions contemplated thereunder (unless such action is taken in response to an action taken by a Company Party or other entity not a party hereto that is inconsistent with the terms of this Support Agreement or, in relation to the Backstop Lenders, the Backstop Commitment Letter).

Section 2. Termination Events.

2.1 Termination Events.

The occurrence of any of the following shall be a “Termination Event”:

(a)

(i) If no Prepackaged Alternative Notice has been delivered, and the transactions contemplated by this Support Agreement, the Term Sheet and the Definitive Documentation are not consummated and effective on or prior to 11:59 p.m. (EST), the 120th day after the Effective Date; or (ii) if no Prepackaged Alternative Notice has been delivered, the 60th day after the Effective Date if, based on the Administrative Agent’s Register as of such date, the Consenting Lenders hold less than 95% of the aggregate of the (x) outstanding principal

amount of the Term Loans and the Revolving Loans and (y) Letter of Credit Outstandings.

(b)	Whether or not the Chapter 11 Cases are commenced:

(i)

the date on which each of the transactions contemplated by this Support Agreement, the Term Sheet and the Definitive Documentation has been consummated, each in accordance with its terms (which, if the transactions contemplated by this Support Agreement and the Term Sheet are effectuated by means of the Plan, shall be the date on which the Plan is substantially consummated);

(ii)

the date on which any court of competent jurisdiction or other competent governmental or regulatory authority issues an order making illegal or otherwise restricting, preventing or prohibiting the consummation of the transactions contemplated by this Support Agreement, the Term Sheet or any of the Definitive Documentation;

(iii)

the occurrence of any material breach of this Support Agreement by any of the Parties (to the extent not otherwise cured or waived in accordance with the terms hereof); provided, that if any Consenting Lender shall breach its obligations pursuant to this Support Agreement, the Termination Event arising as a result of such act or omission shall apply only to such Consenting Lender (and any allocation of Second Lien Term Loans elected by such breaching Consenting Lender shall first be offered ratably to the Backstop Lenders) and this Support Agreement shall otherwise remain in full force and effect with respect to the Company Parties and all such other Consenting Lenders; provided, further that the Company Parties’ obligations under Sections 1.1 and 4.6 shall be deemed material in all events.

(c)	If the Company delivers the Prepackaged Alternative Notice to the Administrative Agent:

(i)	the failure of the Company Parties to commence solicitation of acceptances for the Plan on the date the Company delivers the Prepackaged Alternative Notice;

(ii)

the failure of the Company Parties to commence the Chapter 11 Cases on or before the earlier of (A) the first Business Day that is 35 days after the date of delivery of the Prepackaged Alternative Notice to the Administrative Agent or (B) the first Business Day that is 95 days after the Effective Date; provided that if prior to the commencement of the Chapter 11 Cases the Company provides written notice to the Administrative Agent that Lenders holding 95% or more of the (x) outstanding principal amount of Term Loans and Revolving Loans and (y) Letter of Credit Outstandings have executed and delivered this

Support Agreement as of the date of such notice, the Company may withdraw (on behalf of itself and the other Company Parties) the Prepackaged Alternative Notice and effectuate the transactions contemplated hereby as if the Prepackaged Alternative Notice had never been delivered;

(iii)

any of the Chapter 11 Cases shall be dismissed or converted to a chapter 7 case, or a chapter 11 trustee with plenary powers, a responsible officer, or an examiner with enlarged powers relating to the operation of the businesses of any of the Company Parties (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) shall be appointed in any of the Chapter 11 Cases or any of the Company Parties shall file a motion or other request for such relief;

(iv)	the entry of any order in the Chapter 11 Cases terminating the Company Parties’ exclusive right to file a plan or plans of reorganization pursuant to Section 1121 of the Bankruptcy Code;

(v)

unless the Bankruptcy Court enters (A) (1) within three Business Days after the Petition Date, an interim order and (2) on or prior to the 30th day after the Petition Date, a final order (the “Lee Cash Collateral Order”), each of which orders shall be in the Chapter 11 Cases (excluding those of Pulitzer Inc. and its subsidiaries) under Sections 105, 361, 362, 363, 364, 552 of the Bankruptcy Code and Bankruptcy Rules 2002, 4001 and 9014, and in form and substance reasonably satisfactory to the Administrative Agent and the Initial Backstop Lenders, authorizing the Company Parties (excluding Pulitzer Inc. and its subsidiaries) to incur debtor in possession financing and/or use cash collateral, granting Adequate Protection to the Secured Creditors, and, in the case of the interim order, scheduling a final hearing pursuant to Bankruptcy Rule 4001(B); and (B) either (1) a Pulitzer Forbearance Agreement has been executed by the Required Holders and no reorganization cases are commenced with respect to Pulitzer Inc. and its subsidiaries on the Petition Date, or (2) reorganization cases are commenced with respect to Pulitzer Inc. and its subsidiaries on the Petition Date and (x) within three Business Days after the Petition Date, an interim order and (y) on or prior to the 30th day after the Petition Date, a final order (the “Pulitzer Cash Collateral Order”), each of which orders shall be in the Chapter 11 Cases of Pulitzer Inc. and its subsidiaries under Sections 105, 361, 362, 363, 364, 552 of the Bankruptcy Code and Bankruptcy Rules 2002, 4001 and 9014 authorizing Pulitzer Inc. and its subsidiaries to use cash collateral, granting Adequate Protection to the secured lenders of Pulitzer Inc. and its subsidiaries, and, in the case of the interim order, scheduling a final hearing pursuant to Bankruptcy Rule 4001(B); provided that the Pulitzer Cash Collateral Order shall in no event (x) grant to any person any claims against, or liens on the assets of, the Company Parties (other Pulitzer Inc. and its

subsidiaries) and (y) provide to the secured lenders of Pulitzer Inc. and its subsidiaries adequate protection payments or other compensation during the pendency of the Chapter 11 Cases other than interest at the pre-default rate specified in the PD LLC Notes Documents and the reimbursement of professional fees and expenses to the extent provided therein;

(vi)

five Business Days following the date on which the Administrative Agent has terminated the Company Parties’ authority to use cash collateral as a result of an event of default under the Lee Cash Collateral Order (including as a result of a cross-default to the Pulitzer Cash Collateral Order or the Pulitzer Forbearance Agreement, as applicable), unless the Bankruptcy Court enters on or before the expiration of such five Business Day period an amendment to the Lee Cash Collateral Order or a new Lee Cash Collateral Order, in each case, which shall be in form and substance reasonably acceptable to the Administrative Agent and the Required Consenting Lenders;

(vii)

the Company Parties take any of the following actions: (A) withdrawing the Plan, (B) publicly announcing their intention not to support the Plan, (C) filing any plan of reorganization and/or disclosure statement that is not, in the reasonable judgment of the Administrative Agent and the Initial Backstop Lenders, consistent with this Support Agreement and the Term Sheet, or (D) otherwise evincing an intention, in the reasonable judgment of the Administrative Agent, (x) not to proceed with the Plan or (y) to proceed with an alternative plan or form of transaction;

(viii)

either (1) a filing by any Company Party of any motion, application or adversary proceeding challenging the validity, enforceability, perfection or priority of or seeking avoidance or subordination of the Obligations or the liens securing the Obligations or asserting any other cause of action against and/or with respect to the Obligations, the prepetition liens securing such Obligations, the Administrative Agent or any of the Consenting Lenders (or if any Company Party supports any such motion, application or adversary proceeding commenced by any third party), or (2) the entry of an order of the Bankruptcy Court providing relief against the interests of any Consenting Lender or the Administrative Agent with respect to any of the foregoing causes of action or proceedings;

(ix)

the amendment, modification of, or the filing of a pleading by any of the Company Parties that seeks to amend or modify the Plan, the Disclosure Statement or any documents related to the Plan, notices, exhibits or appendices, which amendment, modification or filing is, in the reasonable judgment of the Administrative Agent or the Initial Backstop Lenders, materially inconsistent with this Support Agreement and the Term Sheet;

(x)	the Company Parties’ failure to file the Plan and the Disclosure Statement with the Bankruptcy Court on the Petition Date;

(xi)

the 45th day after the Petition Date (which date may be extended to the 60th day after the Petition Date with the prior consent of the Administrative Agent and the Initial Backstop Lenders), unless prior thereto the Bankruptcy Court has entered an order, in form and substance satisfactory to the Administrative Agent and the Initial Backstop Lenders, approving the Disclosure Statement and confirming the Plan; or

(xii)

the 15th day after entry of the Confirmation Order approving the Plan, or, in the event Pulitzer Inc. is at such time actively seeking to offer, place or arrange any debt securities or syndicated bank financing, the 30th day after entry of the Confirmation Order approving the Plan, unless, in either case, prior thereto the Company Parties have substantially consummated the Plan pursuant to its terms.

2.2 Termination Event Procedures.

(a)

Upon the occurrence of a Termination Event under (i) subsections 2.1(a)(i), 2.1(a)(ii), 2.1(b)(i), 2.1(c)(iii), 2.1(c)(iv), or 2.1(c)(vi), this Support Agreement shall automatically terminate without further action, (ii) each other subsection of Section 2.1 hereof, this Support Agreement shall terminate five Business Days after a non-breaching Party shall have given written notice of such breach to the breaching Party and such breach shall not have been cured during the five Business Days after receipt of such notice (the date of termination under clause (i) or (ii) hereof being the “Termination Date”); provided that upon the occurrence of a Termination Event under subsections 2.1(b)(ii), 2.1(c)(i), 2.1(c)(ii), 2.1(c)(v), 2.1(c)(x), 2.1(c)(xi), and 2.1(c)(xii) above, the Termination Date may be extended for a maximum period of 45 days in the sole discretion of the Administrative Agent, the Initial Backstop Lenders and the Required Consenting Lenders. For the avoidance of doubt, the automatic stay arising pursuant to Section 362 of the Bankruptcy Code in the event the Chapter 11 Cases are commenced in connection with the Prepackaged Alternative shall be deemed waived or modified for purposes of providing notice or exercising rights hereunder.

(b)

Notwithstanding anything herein to the contrary, if any Consenting Lender shall breach its obligations pursuant to this Support Agreement, the Termination Event arising as a result of such act or omission shall apply only to such Consenting Lender (and any allocation of Second Lien Term Loans elected by such breaching Consenting Lender shall first be offered ratably to the Backstop Lenders) and this Support Agreement shall otherwise remain in full force and effect with respect to the Company Parties and all other Consenting Lenders.

Section 3. Conditions Precedent to Support Agreement

The obligations of the Parties and the effectiveness hereof are subject to satisfaction of each of the following conditions (the date upon which all such conditions are satisfied, the “Effective Date”):

(a)	execution and delivery of signature pages to this Support Agreement by each of the Company Parties;

(b)

receipt by the Administrative Agent and the Company (x) from each Consenting Lender a duly completed Schedule 2 for such Consenting Lender and (y) of executed signature pages to this Support Agreement by Lenders holding (i) more than 50% in number of funded claims under the Credit Agreement and (ii) no less than 66 2/3% of the outstanding principal amount of the Loans and Letter of Credit Outstandings (each of which determinations shall be mutually agreed by the Administrative Agent and the Company); provided, however, that the Administrative Agent, the Initial Backstop Lenders and the Company shall have the right, by written mutual consent, to waive satisfaction of the foregoing Section 3(b)(i) as a condition precedent to effectiveness of the Support Agreement;

(c)	receipt by the Administrative Agent of resolutions from each Company Party evidencing the corporate or similar authority of such Company Party to execute, deliver and perform its obligations under this Support Agreement;

(d)

receipt by the Company and the Administrative Agent of a fully executed commitment letter (the “Backstop Commitment Letter”) addressed to the Company from the parties identified on Annex I to Exhibit B to the Term Sheet (the “Initial Backstop Lenders”) and one or more other Lenders party thereto (collectively with the Initial Backstop Lenders, the “Backstop Lenders”) to exchange at least $166,250,000 in the aggregate of the principal amount of their outstanding Loans under the Credit Agreement for Second Lien Term Loans (as defined in Exhibit B to the Term Sheet) in the aggregate principal amount of $175,000,000 with terms set forth in Exhibit B to the Term Sheet; provided, however, that so long as the Backstop Lenders have entered into a commitment, in form and substance reasonably acceptable to the Company and the Administrative Agent, to acquire, through the exchange of outstanding Loans held by them or cash purchase, at least $157,500,000 of Second Lien Term Loans (the “Backstop Commitment”), the Company shall have the right to waive this Section 3(e) as a condition precedent to the effectiveness of the Support Agreement, provided further that any Consenting Lender Second Lien Allocation (whether as of the date hereof or subsequently received in accordance with the terms hereof) shall first be applied to the principal amount of Second Lien Term Loans in excess of the Backstop Commitment then committed, up to $175,000,000;

(e)	receipt by the Administrative Agent of the Company Parties’ five year business plan in form and substance reasonably satisfactory to the Administrative Agent;

(f)	receipt by (i) the Administrative Agent’s and the Initial Backstop Lenders’ counsel and financial advisor of all reasonable fees and expenses (evidenced by a

written invoice) incurred by such counsel and financial advisor through the date hereof and (ii) the Administrative Agent for the benefit of the Early Consenting Lenders that portion of the Consent Fee that is earned, due and payable on the Effective Date pursuant to Section 4.6 hereof; and

(h)

each of the definitive agreements and documents referenced in, or reasonably necessary to effectuate the transactions contemplated by, this Support Agreement and the Term Sheet shall be fully negotiated and materially consistent with the terms of the Term Sheet, and shall otherwise be in form and substance satisfactory to the Company Parties, Administrative Agent, the Initial Backstop Lenders and the Required Consenting Lenders. Such definitive agreements and documents shall include, without limitation, a first-lien credit agreement, a second-lien credit agreement, guaranties, pledge and collateral agreements, intercreditor agreements, a Backstop Commitment, an intercompany subordination agreement and, in the event the Parties must effectuate the restructuring transactions contemplated under this Support Agreement and the Term Sheet pursuant to the Prepackaged Alternative, the Plan and related disclosure statement in form and substance satisfactory to the Administrative Agent (the “Disclosure Statement”) and prepackaged plan scheduling motion (collectively, the “Definitive Documentation”).

If the Effective Date shall not have occurred on or before the 18th day after the Support Agreement Date (provided that the Company, the Administrative Agent and the Initial Backstop Lenders may, by mutual consent, extend such period for a period not to exceed 10 days) any and all executed signature pages hereto or Lender Joinders (as defined below) shall be deemed ineffective and released to the signatory thereof and this Support Agreement shall be null and void as if never entered into and without prejudice to any person’s rights.

Section 4. Representations, Warranties and Covenants.

4.1 Power and Authority.

Each Consenting Lender, severally and not jointly and the Company Parties, jointly and severally, represents, warrants and covenants that, as of the date of this Support Agreement, (i) such Party has and shall maintain all requisite corporate, partnership, or limited liability company power and authority to enter into this Support Agreement and to carry out the transactions contemplated by, and perform its respective obligations under this Support Agreement and (ii) the execution and delivery of this Support Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on its part.

4.2 Enforceability.

Each Consenting Lender, severally and not jointly and the Company Parties, jointly and severally, represents, warrants and covenants that this Support Agreement is the legally valid and binding obligation of it, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws limiting creditors’ rights generally or by equitable principles relating to enforceability or ruling of the Bankruptcy Court.

4.3 No Material Misstatement or Omission.

The Company Parties, jointly and severally, represent, warrant and covenant that none of the written or formally presented material and information (other than projections and pro forma financial information) provided by or on behalf of the Company Parties to the Administrative Agent and the Consenting Lenders in connection with the restructuring contemplated by this Support Agreement and in the Term Sheet, when read or considered together, contains any untrue statement of a material fact or omits to state a material fact necessary in order to prevent the statements made therein from being materially misleading. The projections and pro forma financial information contained in the material referenced above are based upon good faith assumptions believed by the Company Parties to be reasonable at the time made in light of the circumstances under which such assumptions are made, it being recognized by the Administrative Agent and the Consenting Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein in a material amount.

4.4 Governmental Consents.

Each Consenting Lender, severally and not jointly and the Company Parties, jointly and severally, represents, warrants and covenants that, as of the date of this Support Agreement, the execution, delivery, and performance by it of this Support Agreement does not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with, or by, any Federal, state, or other governmental authority or regulatory body, except (i) such filings as may be necessary and/or required for disclosure by the Securities and Exchange Commission and applicable state securities or “blue sky” laws (including with respect to the PD LLC Notes or any refinancing thereof) and (ii) any filings in connection with the Chapter 11 Cases, including the approval of the Disclosure Statement and confirmation of the Plan.

4.5 Ownership.

Each Consenting Lender, severally and not jointly, represents, warrants and covenants that:

(a)	such Consenting Lender is the legal owner of the Claims set forth on Schedule 2 or on the schedule attached to its Lender Joinder (as applicable), and has and shall maintain the power and authority to bind the legal and beneficial owner(s) of such Claims to the terms of this Support Agreement;

(b)	such Consenting Lender (a) has and shall maintain full power and authority to vote on and consent to or (b) has received direction from the party having full power and authority to vote on and consent to such matters concerning its Claims and to exchange, assign and transfer such Claims;

(c)

other than pursuant to this Support Agreement, such Claims are and shall continue to be free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal or other limitation on disposition, or encumbrances of any kind, that would adversely affect in any way such Consenting Lender’s performance of its obligations contained in this Support Agreement at the time such obligations are required to be performed; and

(d)	such Consenting Lender has made no prior assignment, sale, participation, grant, conveyance, or other transfer of, and has not entered into any other agreement to

assign, sell, participate, grant, convey or otherwise transfer, in whole or in part, any portion of its right, title, or interests in any Loans or other Claims that are subject to this Support Agreement (other than ordinary course pledges and/or swaps) that are inconsistent with the representations and warranties of such Consenting Lender herein that would adversely affect in any way such Consenting Lender’s performance of its obligations contained in this Support Agreement at the time such obligations are required to be performed.

4.6 Consent Fees.

The Company Parties jointly and severally agree to pay to the Administrative Agent, for the benefit of the Consenting Lenders, a consent fee in an amount up to 1.50% of the aggregate principal amount of Loans that are being amended and extended into the term loan facility under the First Lien Credit Facility (as defined in the Term Sheet), but not in respect of Loans that are being exchanged for Second Lien Term Loans, and unreimbursed, drawn amounts of Letters of Credit (if any) held by the Consenting Lenders, which shall be earned, due and payable as follows: (A) as to Consenting Lenders from whom the Administrative Agent shall have received a duly executed signature page hereto on or prior to 5:00 pm (New York City time) on August 19, 2011 (such date, the “Early Fee Date” and such Consenting Lenders being the “Early Consenting Lenders”), (i) 0.50% shall be earned, due and payable on the Effective Date and shall be based upon the aggregate Loans and unreimbursed, drawn amounts of Letters of Credit held by such Early Consenting Lenders as of the Early Fee Date and (ii) the 1.00% balance of such consent fee shall be earned, due and payable on the earlier of (x) the closing date of the transactions contemplated hereby and by the Definitive Documentation and (y) if the Prepackaged Alternative Notice has been delivered by the Company Parties, the effective date of the Plan (such earlier date, the “Consent Fee Payment Date”) and shall be payable based upon the aggregate Loan, and unreimbursed, drawn amounts of Letters of Credit held by such Early Consenting Lenders as of the Early Fee Date and (B) as to all Consenting Lenders that are not Early Consenting Lenders and from whom the Administrative Agent has received a duly executed Lender Joinder or signature page hereto on or prior to 5:00 pm (New York City time) on August 24, 2011 (the “Signature Deadline”), 0.75% shall be earned, due and payable on the Consent Fee Payment Date and shall be based upon the aggregate Loans and unreimbursed, drawn amounts of Letters of Credit held by such Consenting Lenders as of the Signature Deadline. The consent fees payable pursuant to this paragraph shall be referred to as the “Consent Fee”.

Except as otherwise expressly provided in the Term Sheet, the Consent Fee shall be in addition to (and not in lieu of or as a credit against) any other fees referenced in the Term Sheet, commitment letters executed in connection herewith or the Definitive Documentation. The Company Parties agree that the Consent Fee, or any part thereof, once paid shall not be refundable under any circumstances, regardless of whether the transactions contemplated hereby and by the Definitive Documentation are consummated. The Consent Fee shall be paid in immediately available funds.

4.7 Revolver Commitment Letter.

(a)

No later than 60 days after the Effective Date, the Company shall have entered into a commitment letter, in form and substance reasonably satisfactory to the Administrative Agent and the Company, providing for the Revolving Credit Facility (as defined in Exhibit A to the Term Sheet) with the terms set forth in Exhibit A to the Term Sheet (the “Revolver Commitment Letter”); provided that such 60 day period may be extended with the prior written consent of the

Administrative Agent (such consent not to be unreasonably withheld or delayed); provided further that notwithstanding the foregoing (i) if the Company has delivered the Prepackaged Alternative Notice, the Company shall have entered into the Commitment Letter on the earlier of (x) on or prior to the 60th day after the Effective Date (or such later date as the Administrative Agent may have granted an extension to) and (y) two (2) Business Days prior to the Petition Date and (ii) if the Company has not commenced the Chapter 11 Cases, the Company shall have entered into the Commitment Letter on the earlier of (x) on or prior to the 60th day after the Effective Date (or such later date as the Administrative Agent may have granted an extension to) and (y) two (2) Business Days prior to the closing of the transactions contemplated by this Support Agreement.

(b)

Notwithstanding anything herein to the contrary (including any notice or cure periods set forth herein), if (i) the Company has not entered into the Commitment Letter in accordance with the immediately preceding paragraph or (ii) if the Company does not execute the Revolver Commitment Letter within three Business Days of its presentment to the Company by the financial institutions party thereto, this Support Agreement shall automatically terminate with respect to each of the Consenting Lenders and the Company Parties without further notice or action.

Section 5. Remedies.

It is understood and agreed by each of the Parties that any breach of this Support Agreement would give rise to irreparable harm for which money damages would not be an adequate remedy and accordingly the Parties agree that, in addition to any other remedies, the Consenting Lenders, on the one hand, and the Company Parties, on the other hand, shall be entitled to specific performance and injunctive or other equitable relief for any such breach. The Company Parties agree that for so long as the Administrative Agent and the Consenting Lenders have not taken any action to prejudice the enforceability of this Support Agreement (including without limitation, alleging in any pleading that this Support Agreement is unenforceable), and have taken such actions as are reasonably required or desirable for the enforcement hereof, then the Administrative Agent and the Consenting Lenders shall have no liability for damages hereunder in the event a court determines that this Support Agreement is not enforceable.

Section 6. Acknowledgement.

This Support Agreement and the Term Sheet and transactions contemplated herein and therein are the product of negotiations among the Parties, together with their respective representatives. Notwithstanding anything herein to the contrary, this Support Agreement is not, and shall not be deemed to be, a solicitation of votes for the acceptance of the Plan or any plan of reorganization for the purposes of Sections 1125 and 1126 of the Bankruptcy Code or otherwise. The Company Parties will not solicit acceptances of the Plan from any Consenting Lender until such Consenting Lender has been provided with copies of a Disclosure Statement containing adequate information as required by Section 1125 of the Bankruptcy Code.

Section 7. Miscellaneous Terms.

7.1 Assignment; Transfer Restrictions.

(a)

Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to sell, assign, transfer, hypothecate or otherwise dispose of, or grant, issue or sell any option, right to acquire, voting, participation or other interest in any Claim against the Company Parties, except to a party that (i) is a Consenting Lender; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further that any election to exchange or not to exchange Loans made by the Consenting Lender transferor shall be binding upon the transferee, or (ii) executes and delivers a Lender Joinder (as defined in section 7.1(c)) to the Administrative Agent and the Company Parties at least five Business Days prior to the relevant transfer. With respect to any transfers effectuated in accordance with clause (ii) above, (x) such transferee shall be deemed to be a Consenting Lender for purposes of this Support Agreement, (y) the Company shall be deemed to have acknowledged such transfer and (z) any election to exchange or not to exchange Loans made by the Consenting Lender transferor shall be binding upon the transferee.

(b)	Any sale, transfer or assignment of any Claim that does not comply with the procedures set forth in subsection 7.1(a) shall be deemed void ab initio.

(c)

Any person that receives or acquires a portion of the Claims pursuant to a sale, assignment, transfer, hypothecation or other disposition of such Claims by a Consenting Lender hereby agrees to be bound by all of the terms of this Support Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time) (a “Joining Lender Party”) by executing and delivering to counsel for the Company Parties and counsel for the Administrative Agent a joinder in the form of Exhibit B hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a party for all purposes under this Support Agreement. Each Joining Lender Party shall indicate, on the appropriate schedule annexed to its Lender Joinder, (i) the number and amount of Loan claims held by such Consenting Lender, and (ii) the amount of its Loans that such Consenting Lender desires to convert into Second Lien Term Loans (except in the case of a Backstop Lender, it being understood that such Consenting Lender’s percentage interest in the Second Lien Term Loans shall not exceed such Consenting Lender’s Maximum Exchange Percentage).

(d)

With respect to the Claims held by the Joining Lender Party upon consummation of the sale, assignment, transfer, hypothecation or other disposition of such Claims, the Joining Lender Party hereby makes the representations and warranties of the Consenting Lenders set forth in Section 4 of this Support Agreement to the Company Parties.

(e)

Notwithstanding the foregoing provisions of this Section 7.1, any Consenting Lender may, at any time and without notice to or consent from any other party, pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of interest and repayment of principal) under the Credit Agreements in order to secure obligations of such Consenting Lender to a Federal Reserve Bank; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations

hereunder or substitute any such pledgee or grantee for such Consenting Lender as a party hereto.

(f)	This Support Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional claims; provided that any such claims shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

7.2 No Third Party Beneficiaries.

Unless expressly stated herein, this Support Agreement shall be solely for the benefit of the Administrative Agent, the Company Parties and each Consenting Lender, solely in its capacity as a lender to the Company. No other person or entity shall be a third party beneficiary. Unless otherwise expressly stated, all references herein to the Consenting Lenders shall be construed to include each entity that is also a Backstop Lender.

7.3 Entire Agreement.

This Support Agreement, including Schedule, Exhibits, Annexes, the Definitive Documentation and the commitment letters referenced in Section 3(d) and Section 4.7, constitutes the entire agreement of the Parties with respect to the subject matter of this Support Agreement, and supersedes all other prior negotiations, agreements, and understandings, whether written or oral, among the Parties with respect to the subject matter of this Support Agreement; provided, however, that any confidentiality agreement executed by any Party shall survive this Support Agreement and shall continue in full force and effect, subject to the terms thereof, irrespective of the terms hereof.

7.4 Counterparts.

This Support Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Delivery of an executed signature page of this Support Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

7.5 Settlement Discussions.

This Support Agreement and the Term Sheet are part of a proposed settlement of disputes among the Parties hereto. Nothing herein shall be deemed to be an admission of any kind. Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Support Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce the terms of this Support Agreement.

7.6 Continued Banking Practices.

Notwithstanding anything herein to the contrary, each Consenting Lender and its affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, investment banking, trust or other business with, or provide debt financing (including debtor in possession financing), equity capital or other services (including financial advisory services) to any Company Party or any affiliate of any Company Party or any other Person, including, but not limited to, any Person proposing or entering into a transaction related to or involving any Company Party or any affiliate thereof.

7.7 Reservation of Rights.

(a)

Except as expressly provided in this Support Agreement, nothing herein is intended to, does or shall be deemed in any manner to waive, limit, impair or restrict the ability of each of the Consenting Lenders to protect and preserve its rights, remedies and interests, including, but not limited to, all of their rights and remedies under the Credit Agreement, including any such rights and remedies relating to Defaults or other events that may have occurred prior to the execution of this Support Agreement, any and all of its claims and causes of action against any of the Company Parties, any liens or security interests it may have in any assets of any of the Company Parties or any third parties, or its full participation in the Chapter 11 Cases, if commenced. Nothing herein shall be deemed a commitment by any Lender (including, without limitation, Deutsche Bank Trust Company Americas and its affiliates) to provide financing under the Revolving Credit Facility (which commitment will be subject to the terms of the commitment letter related thereto) and nothing herein shall be deemed to limit the syndication efforts in connection therewith. Notwithstanding anything herein to the contrary, (i) if the Backstop Commitment Letter is terminated in accordance with its terms, or otherwise expires (x) each Backstop Lender may (with respect to itself) at any time thereafter terminate its obligations hereunder without any liability to the Company or any other person by written notice to the Company, the Initial Backstop Lenders and the Administrative Agent and (y) upon the Company’s, the Administrative Agent’s and the Initial Backstop Lenders’ receipt of written notice from the Required Consenting Lenders, this Support Agreement shall terminate with respect to all parties hereto; provided that such notice may not be given if the Backstop Commitment Letter is replaced with another commitment letter or if the failure to have such a commitment is otherwise cured, in each case on terms acceptable to the Administrative Agent and within 30 days of the termination or expiration of the Backstop Commitment Letter, and (ii) if the Revolver Commitment Letter is executed and delivered in connection with the Revolving Credit Facility pursuant to Section 4.7(a), and is thereafter terminated in accordance with its terms or otherwise expires, each Consenting Lender party to the Revolver Commitment Letter may (with respect to itself) at any time after the 21st day after the termination or expiration thereof terminate its obligations hereunder without any liability to the Company or any other person by written notice to the Company, the Initial Backstop Lenders and the Administrative Agent (as applicable) unless prior thereto the Administrative Agent shall have consented to an alternative revolving credit facility, which consent shall be in the Administrative Agent’s sole discretion.

(b)

Without limiting subsection 7.7(a) in any way, if the transactions contemplated by this Support Agreement and in the Term Sheet are not consummated as provided herein, if a Termination Date occurs, or if this Support Agreement is otherwise terminated for any reason, the Administrative Agent, the Consenting Lenders and the Company Parties each fully reserve any and all of their respective rights, remedies and interests under the Credit Documents, applicable law and in equity; provided, however, that the Administrative Agent and each Consenting Lender agrees that neither the execution of this Support Agreement by the Company Parties nor the implementation of the transactions contemplated hereby shall constitute a Default or Event of Default under the Credit Agreement

or the other Credit Documents; provided further that the actual filing of the petitions for relief under the Bankruptcy Code shall be an immediate Event of Default in accordance with the Credit Agreement.

(c)

Notwithstanding anything herein to the contrary, the Parties acknowledge that the support of any Consenting Lender contained in this Support Agreement relates solely to such Consenting Lender’s rights and obligations as a Consenting Lender under the Credit Agreement, and does not bind such Consenting Lender or its affiliates with respect to any other indebtedness owed by the Company or any of its subsidiaries and affiliates to such Consenting Lender or any affiliate of such Consenting Lender (for the avoidance of doubt, if the Consenting Lender is specified on the relevant signature page as a particular group or business within an entity, “Consenting Lender” shall mean such group or business and shall not mean the entity or its affiliates, or any other desk or business thereof, or any third party funds advised thereby). For purposes of this Support Agreement, (x) Claims of a Consenting Lender that are held by such Consenting Lender in a fiduciary or similar capacity and (y) Claims held by a Consenting Lender in its capacity as a broker, dealer or market maker of Loans under the Credit Agreement or any other claim against or security in the Company Parties (including any Loans or claims held in inventory with respect to such broker, dealer, or market-making activities, provided that the positions with respect to such Loans or claims are separately identified on the internal books and records of such Consenting Lender) shall not, in either case (x) or (y), be bound by or subject to this Support Agreement unless otherwise reflected on Schedule 2 hereto or on the schedule to the applicable Lender joinder.

7.8 Governing Law; Waiver of Jury Trial.

(a)	The Parties waive all rights to trial by jury in any jurisdiction in any action, suit, or proceeding brought to resolve any dispute between the Parties, whether sounding in contract, tort or otherwise.

(b)

This Support Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction. By its execution and delivery of this Support Agreement, each Party hereby irrevocably and unconditionally agrees for itself that, subject to the following sentence, any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Support Agreement, any letter referenced in Section 3(e), or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in any state or federal court of competent jurisdiction in New York County, State of New York, and by execution and delivery of this Support Agreement, each of the Parties hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceedings.

(c)	Notwithstanding the foregoing, if the Chapter 11 Cases are commenced, nothing in subsections 7.8(a)-(b) shall limit the authority of the Bankruptcy Court to hear any matter related to or arising out of this Support Agreement.

7.9 Successors.

This Support Agreement is intended to bind the Parties and inure to the benefit of the Consenting Lenders and each of the Company Parties and their respective successors, permitted assigns, heirs, executors, administrators and representatives; provided, however, that nothing contained in this Section 7.9 shall be deemed to permit any transfer, tender, vote or consent, of any claims other than in accordance with the terms of this Support Agreement.

7.10 Fiduciary Duties.

Notwithstanding anything to the contrary herein, nothing in this Support Agreement shall require the Company, any of the other Company Parties, or any of their respective directors or officers (in such person’s capacity as a director or officer) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with such person’s or entity’s fiduciary obligations under applicable law; provided that (x) to the extent any such action or the refraining from taking action reasonably likely would result in a breach of the Support Agreement, the Company shall give the Administrative Agent not less than three Business Days prior written notice and (y) if any such action or refraining from taking action results in a breach of the Support Agreement, the Consenting Lenders shall be entitled to exercise their termination rights hereunder to the extent otherwise provided herein.

7.11 Acknowledgment of Counsel.

Each of the Parties acknowledges that it has been represented by counsel (or had the opportunity to and waived its right to do so) in connection with this Support Agreement and the transactions contemplated by this Support Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Support Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. The provisions of this Support Agreement shall be interpreted in a reasonable manner to effect the intent of the parties hereto. No Party shall have any term or provision construed against such Party solely by reason of such Party having drafted the same.

7.12 Amendments, Modifications, Waivers.

This Support Agreement (including, without limitation, the Term Sheet) and the Plan, if the Chapter 11 Cases are commenced, may only be modified, amended or supplemented, and any of the terms thereof may only be waived, by an agreement in writing signed by each of the Company Parties and the Required Consenting Lenders; provided that if the modification, amendment, supplement or waiver at issue adversely impacts the treatment or rights of (x) any Consenting Lender differently than other Consenting Lenders or (y) any Backstop Lender differently than other Consenting Lenders, the agreement in writing of such Consenting Lender or Backstop Lender (as the case may be) whose treatment or rights are adversely impacted in a different manner than other Consenting Lenders shall also be required for such modification, amendment, supplement, or waiver to be effective; provided further that no such modification, amendment, supplement or waiver shall, without the consent of each affected Consenting Lender (i) extend the final scheduled maturity of any Extended Loan, Revolving Loan or Second Lien Term Loan (each as defined in the Term Sheet), or reduce the rate or extend the time of payment of interest or fees thereon, or reduce the principal amount thereof or (ii) reduce the amount of, or extend the date of, any scheduled repayment of any of Extended Loans (collectively, the “Affected Lender Votes”). “Required Consenting Lenders” shall mean the Consenting Lenders

holding greater than 50% of the aggregate outstanding Loans held by all Consenting Lenders (it being agreed that neither this definition nor this Section 7.12 may be modified, amended or supplemented, or any of its terms waived, without the prior written consent of each Consenting Lender). Notwithstanding anything herein the contrary, each Consenting Lender agrees that, if the Chapter 11 Cases are commenced, the Company Parties may, following consultation with the Administrative Agent and the Initial Backstop Lenders, provide additional compensation to certain Lenders, including non-Consenting Lenders (but not to exceed 1.0% of the Loans held by such non-Consenting Lenders), and the Company may modify the Definitive Documentation, in each case, to aid in the confirmation process; provided that in no event shall any such modification adversely alter, or cause to be adversely altered, the economic terms or any other material terms of the Term Sheet or the transactions contemplated thereby in a manner that is adverse to the Lenders (it being understood and agreed that additional compensation that may be paid to some, but not all Lenders, including payments to non-Consenting Lenders as provided above shall not be deemed to be an adverse modification). If in connection with an Affected Lender Vote, the consent of the Required Consenting Lenders is obtained but the consent of one or more of such other affected Consenting Lenders whose consent is required is not otherwise obtained, then the Company shall have the right, so long as all affected Consenting Lenders whose individual consent is required are treated the same, to terminate such affected Consenting Lender from being a party hereto and from and after such time, such Consenting Lender shall no longer be deemed a “Consenting Lender” hereunder and shall not have the benefits and obligations set forth in this Support Agreement as of such date.

7.13 Severability of Provisions.

If any provision of this Support Agreement for any reason is held to be invalid, illegal or unenforceable in any respect, that provision shall not affect the validity, legality or enforceability of any other provision of this Support Agreement.

7.14 Notices.

All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when: (a) delivered personally or by overnight courier to the following address of the other Party hereto; or (b) sent by fax to the following fax number of the other Party hereto with the confirmatory copy delivered by overnight courier to the address of such Party listed below.

If to the Company Parties, to:

Lee Enterprises, Incorporated

215 North Harrison Street

Suite 600

Davenport, Iowa 52801

Attention: Carl G. Schmidt

Facsimile: (563) 327-2600

Telephone: (563) 383-2179

with a copy to:

Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attention: Larry J. Nyhan, Esq.

Facsimile: (212) 853-7036

Telephone: (312) 853-7710

and

Lane & Waterman LLP

220 North Main Street, Suite 600

Davenport, Iowa 52801-1987

Attention: C. Dana Waterman III, Esq.

Facsimile: (563) 324-1616

Telephone: (563) 324-6608

If to any Consenting Lender, the address set forth on its signature page.

If to the Administrative Agent, to:

Deutsche Bank Trust Company Americas

60 Wall Street

New York, NY 10005

Attn: Dusan Lazarov

Facsimile: (212) 797-5695

Telephone: (212) 250-0211

with a copy to

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attn: Sandy Qusba, Esq. & Terry Sanders, Esq.

Facsimile: (212) 455-2502

Telephone: (212) 455-3760

[SIGNATURE PAGES FOLLOW]

Please sign in the space provided below to indicate your agreement and consent to the terms hereof.

Very truly yours,

LEE ENTERPRISES, INCORPORATED, as the Company