Exhibit 10.10 - Set-Off
Agreement
Set-Off Agreement
This Set-Off Agreement (this “
Agreement ”) is entered into as of February 18,
2009 by and among Lee Enterprises, Incorporated, a Delaware
corporation (“ Lee ”), Lee Procurement Solutions
Co., an Iowa corporation (“ Procurement ”) and
Pulitzer Inc., a Delaware corporation (“ Pulitzer
”). Capitalized terms used and not defined herein have the
respective meanings ascribed thereto in the Note Agreement (as
amended and in effect on the date hereof, the “ Note
Agreement ”), dated as of May 1, 2000, among St.
Louis Post-Dispatch LLC, a Delaware limited liability company
(“ PD ”) and the purchasers of the 8.05% Senior
Notes due April 28, 2009 (the “ Notes
”).
Recitals
A. Lee owns, indirectly, 100%
of the Equity Interests of Pulitzer and Pulitzer owns 100% of the
Equity Interests of PD (“ PD ”).
B. Pulitzer and PD provide a
substantial portion of the cash flow of Lee and its subsidiaries
and it is essential for the continued operation of Lee and its
subsidiaries that Pulitzer and PD remain as going
concerns.
C. As stated above, PD is a
party to a Note Agreement and the issuer of the Notes, and Pulitzer
is a guarantor of all amounts owing by PD under the Note Agreement
and the Notes.
D. Events of Default currently
exist under the Note Agreement and the holders of the Notes (the
“ Noteholders ”) have the right to accelerate
all amounts owing under the Note Agreement and the Notes; it is
expected that such acceleration would prevent Pulitzer and PD from
continuing as going concerns.
E. The Noteholders are prepared
to waive such Events of Default in connection with an amendment of
the Note Agreement and the execution of the Transaction Documents,
and satisfaction of certain other conditions, one of which is that
the execution and delivery of this Agreement by all of the parties
hereto.
F. For administrative
convenience, Lee has operated a centralized cash management and
payables system in connection with which its subsidiaries make
advances to Lee or Procurement and a portion of such advances has
been used by Lee or Procurement to pay for goods and services
furnished by Lee or Procurement to Pulitzer and its subsidiaries
(such as income and other taxes), or to reimburse Lee and
Procurement for payments to third parties made by either of them
for goods and services provided to Pulitzer and its subsidiaries
(such as payroll and corporate overhead). Any portion not so used
has been retained by Lee.
G. In connection with such
centralized cash management and payables system, Pulitzer has an
advance, as of February 1, 2009, of $681,398,000 to Lee (the
“ Lee Payable ”), which advance remains
outstanding as of the date hereof, and Procurement has an
outstanding receivable due from Pulitzer, as of such date, of
$438,196,000 (the “ Procurement Receivable ”),
for goods and services provided to Pulitzer and its subsidiaries
which have been paid for by Procurement.
H. In view of the facts that
the centralized cash management and payables system has been
operated for administrative convenience and it has been the intent
of Lee, Procurement and Pulitzer that the Lee
