Senior Secured Financing Commitment Letter among Deutsche Bank, SunTrust, and Lee Enterprises (January 29, 2005)

Exhibit 10.1 - Senior Secured Financing Commitment Letter dated January 29, 2005 among Deutsche Bank Trust Company Americas, Deutsche Bank Securities Inc., SunTrust Bank, SunTrust Capital Markets, Inc. and Lee Enterprises, Incorporated

January 29, 2005                            

Lee Enterprises, Incorporated
215 North Harrison Street
Suite 600
Davenport, Iowa 52801

      Attention:    Carl Schmidt
                            Chief Financial Officer

re Acquisition Financing — Senior Secured Financing Commitment Letter

Ladies and Gentlemen:

        You have informed Deutsche Bank Trust Company Americas (“DBTCA”), Deutsche Bank Securities Inc. (“DBSI” and, together with DBTCA, “DB”), SunTrust Bank (“SunTrust”) and SunTrust Capital Markets, Inc. (“SCMI”, together with DB and SunTrust, each, an “Agent” and, collectively, the “Agents”) that Lee Enterprises, Incorporated (“Lee”) intends to (i) acquire, through a newly formed wholly-owned domestic subsidiary of Lee (“NewCo”), 100% of the outstanding equity interests of a company previously identified to us (“Target”) by merging NewCo with and into Target, with Target being the surviving entity (such acquisition is referred to herein as the “Acquisition”), and (ii) concurrently with the consummation of the Acquisition, refinance (x) Lee’s existing senior credit facility and (y) Lee’s existing 6.14% Senior Notes due 2005, 6.47% Senior Notes due 2010 and 6.64% Senior Notes due 2013 (such Senior Notes are collectively referred to herein as the “Existing Lee Senior Notes”) (the “Refinancing”). It is our understanding that (v) the purchase price to be paid to effect the Acquisition shall not exceed $1,444.0 million, (w) the amount needed to effect the Refinancing (including to pay related make-whole premiums) shall be approximately $182.0 million, (x) the fees and expenses payable in connection with the Transaction (as defined below) shall be approximately $30.0 million, (y) Target shall be acquired free of indebtedness and preferred stock, except for (i) the existing $306.0 million in senior notes due 2009 issued by one of Target’s subsidiaries (the “Existing Target Senior Notes”), (ii) Target’s guaranty of the Existing Target Senior Notes (the “Existing Target Senior Notes Guaranty”) and (iii) such other exceptions (if any) for any existing indebtedness of Target and its subsidiaries as may be agreed to by the Agents, and (z) after giving effect to the Transaction, Lee and its other subsidiaries shall not have any other indebtedness or preferred stock, with such exceptions (if any) for any existing indebtedness of Lee and its other subsidiaries as may be agreed to by the Agents. Notwithstanding anything to the contrary contained herein or in the Term Sheet (as defined

below), (x) Lee shall have the right, with the consent of the Agents, to elect not to refinance the Existing Lee Senior Notes as part of the Refinancing (and thereby keep such Existing Lee Senior Notes outstanding), provided that (i) the terms and conditions of the Existing Lee Senior Notes (and any related note purchase agreements) are amended on or before the Closing Date (as defined below) on a basis satisfactory to the Agents and (ii) on the Closing Date, the amount of the A Term Loan Facility (as defined below) shall be reduced by the aggregate outstanding principal amount of the Existing Lee Senior Notes (plus the amount of any make-whole premiums that would have been required to be paid in connection with the refinancing thereof) and (y) on the Closing Date, the amount of the B Term Loan Facility (as defined below) shall be reduced by either (i) the aggregate amount of net proceeds (if any) received by Lee from issuances of equity by, or capital contributions to, Lee on or before the Closing Date (other than proceeds received from transactions related to employee stock compensation plans) and/or (ii) the value of any equity of Lee issued as consideration for the Acquisition.

        In order to finance the Acquisition and the Refinancing, to pay the fees and expenses incurred in connection with the Transaction, and to provide for the working capital needs and general corporate requirements of Lee and its subsidiaries after giving effect to the Transaction, it is presently contemplated that Lee (i) will utilize up to approximately $200.0 million of cash on hand at Lee and Target and cash proceeds from the sale of certain marketable securities of Target on or before the Closing Date (collectively, the “Cash on Hand”) and (ii) shall obtain a senior secured credit facility in the aggregate amount of $1,550.0 million (as such amount may be increased after the date of the consummation of the Acquisition (the “Closing Date”) in the circumstances contemplated by the section of the Term Sheet (as defined below) entitled “Uncommitted Incremental Loan Facilities”) (the “Senior Secured Financing”) (with the transactions described in preceding clauses (i) and (ii) being herein collectively referred to as the “Financing Transactions” and, together with the Acquisition and the Refinancing, being herein referred to as the “Transaction”).

        The sources of funds needed to effect the Acquisition and the Refinancing, as well as to pay all fees and expenses incurred in connection with the Transaction, shall be provided solely through the Financing Transactions. It is understood further that the Senior Secured Financing shall consist of (i) an $800.0 million “A” term loan facility (the “A Term Loan Facility”), (ii) a $300.0 million “B” term loan facility (the “B Term Loan Facility” and, together with the A Term Loan Facility, the “Term Loan Facilities”), (iii) a $450.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facilities, the “Committed Senior Secured Financing”), and (iv) one or more Uncommitted Incremental Loan Facilities (as defined in the Term Sheet) which may be drawn in amounts, and on terms, specified in the section of the Term Sheet entitled “Uncommitted Incremental Loan Facilities” (such facility, together with the Term Loan Facilities and the Revolving Credit Facility, the “Credit Facilities”); it being understood that (x) all of the A Term Loan Facility and the B Term Loan Facility shall be drawn on the Closing Date to effect the Acquisition and the Refinancing and to pay the fees and expenses incurred in connection with the Transaction, and (y) approximately $355.8 million of the proceeds of the Revolving Credit Facility may be utilized to make payments owing to effect the Acquisition and the Refinancing and to pay the fees and expenses incurred in connection with the Transaction; provided that the amount of such proceeds permitted to be so utilized may be increased by the aggregate amount (if positive) by which (i) the Cash on Hand is less than $200.0 million and (ii) the fees and expenses payable in connection

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with the Transaction are greater than $30.0 million. In addition, Lee shall be entitled to contribute (as a capital contribution) all or substantially all of the assets of, or all of the equity interests in, one or more of Lee’s subsidiaries to Target in connection with the consummation of the Acquisition to ensure that Target’s EBITDA (as defined in the Existing Target Senior Notes Guaranty) will be sufficient to prohibit a violation of the 4.25:1.00 maximum Consolidated Debt to EBITDA covenant contained in the Existing Target Senior Notes Guaranty; provided that (x) the terms and conditions of such contribution (including the assets and/or equity interests to be so contributed) shall be satisfactory to the Agents and (y) the assets and/or equity interests so contributed shall not have generated EBITDA (as defined in the Existing Target Senior Notes Guaranty) of greater than $20.0 million for the most recently ended four quarter period for which financial statements are available. A summary of certain of the terms and conditions of the Senior Secured Financing is set forth in Exhibit A attached hereto (the “Term Sheet”). Please note that those matters that are not covered or made clear herein or in the Term Sheet or in the related general fee letter of even date herewith among the parties hereto (the “General Fee Letter”) or in the related agency fee letter of even date herewith, among DB and you (the “Agency Fee Letter” and, together with the General Fee Letter, the “Fee Letters”) are subject to mutual agreement of the parties hereto.

        Each of DBTCA and SunTrust is pleased to confirm that, subject to the terms and conditions set forth herein and in the Term Sheet, it hereby severally commits to provide 50% of the Committed Senior Secured Financing. Subject to the terms and conditions set forth herein and in the Term Sheet, (i) DBTCA is pleased to confirm that it will act as sole Administrative Agent (in such capacity, the “Administrative Agent”) for a syndicate of lenders who will participate in the Senior Secured Financing (together with DBTCA, the “Lenders”), (ii) SunTrust is pleased to confirm that it will act as Syndication Agent with respect to the Senior Secured Financing (in such capacity, the “Syndication Agent”), (iii) DBSI and SCMI are pleased to confirm that they will act as Joint Lead Arrangers for the Senior Secured Financing (in such capacity, the “Joint Lead Arrangers”) and (iv) DBSI is pleased to confirm that it will act as sole Book Running Manager for the Senior Secured Financing (in such capacity, the “Book Running Manager”). Notwithstanding anything to the contrary contained above in this paragraph, in connection with the syndication of the Senior Secured Financing, the Joint Lead Arrangers shall have the right (in consultation with you) to award one or more other roles or titles as may be determined by the Joint Lead Arrangers, to one or more other Lenders or affiliates thereof, in each case as determined by the Joint Lead Arrangers in their sole discretion.

        Each of DBTCA and SunTrust reserves the right, prior to or after execution of the definitive credit documentation for the Senior Secured Financing, to syndicate all or part of its commitment hereunder to one or more other Lenders that will become party to such definitive credit documentation pursuant to a syndication to be managed by the Joint Lead Arrangers. You agree that, upon delivery to the Joint Lead Arrangers by another Lender(which is a reputable fund or financial institution) of a commitment letter for all or a portion of the Committed Senior Secured Financing containing terms no less favorable to Lee in any material respect than the terms hereof, DBTCA and SunTrust shall be fully relieved of their respective obligations hereunder to the extent of the commitments set forth in such commitment letter. All aspects of the syndication of the Senior Secured Financing, including, without limitation, timing, potential syndicate members to be approached, titles, allocations and division of fees, shall be determined by the Joint Lead Arrangers in consultation with you. You agree to actively assist the Joint Lead

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Arrangers in such syndication, including by using your commercially reasonable efforts to ensure that the Joint Lead Arrangers’ syndication efforts benefit materially from your existing lending relationships and to provide the Joint Lead Arrangers and the Lenders, promptly upon request, with all information reasonably deemed necessary by the Joint Lead Arrangers to complete successfully the syndication, including, but not limited to, (a) an information package for delivery to potential syndicate members and participants and (b) projections and all information prepared by you or your affiliates or advisors relating to the transactions described herein. You also agree to make available your senior officers and representatives, and to use your commercially reasonable efforts to cause the senior officers and representatives of Target to be available, in each case from time to time and to attend and make presentations regarding the business and prospects of Lee, Target and their respective subsidiaries at a meeting or meetings of Lenders or prospective Lenders at such times and places as the Joint Lead Arrangers may reasonably request in consultation with you. You and your subsidiaries shall each agree to refrain, and to require Target and its subsidiaries to refrain, from any other competing debt financings (including refinancings and renewals of debt) during the syndication process unless otherwise agreed to by the Agents.

        You represent, warrant and covenant that (i) no written information which has been or is hereafter furnished by you or on your behalf in connection with the transactions contemplated hereby and (ii) no other information given at information meetings for potential syndicate members and supplied or approved by you or on your behalf (such written information and other information being referred to herein collectively as the “Information”) taken as a whole contained (or, in the case of Information furnished after the date hereof, will contain), as of the time it was (or hereafter is) furnished, any material misstatement of fact or omitted (or will omit) as of such time to state any material fact necessary to make the statements therein taken as a whole not misleading, in the light of the circumstances under which they were (or hereafter are) made; provided that, with respect to Information consisting of statements, estimates and projections regarding the future performance of Lee, Target and their respective subsidiaries (collectively, the “Projections”), no representation, warranty or covenant is made other than that the Projections have been (and, in the case of Projections furnished after the date hereof, will be) prepared in good faith based on assumptions believed to be reasonable at the time of preparation thereof. You agree to supplement the Information and the Projections from time to time until the date of the initial borrowing under the Senior Secured Financing, as appropriate, so that the representations and warranties in the preceding sentence remain correct. You understand that, (x) in syndicating the Senior Secured Financing, the Joint Lead Arrangers will use and rely on the Information and the Projections without independent verification thereof, and (y) the accuracy of the representations and warranties set forth above in this paragraph also shall be a condition precedent to each Agent’s commitments and agreements hereunder.

        Each Agent’s commitments and agreements hereunder are subject to (a) there not occurring or becoming known to any Agent any change, effect, event, occurrence or state of facts (or any development that has had or is reasonably likely to have any change or effect) (x) that is, individually or in the aggregate, materially adverse to (or could reasonably be expected to be materially adverse to) the business, property, assets, liabilities, financial condition or results of operations of Target and its subsidiaries taken as a whole since December 28, 2003 (other than as, and to the extent, expressly disclosed in filings of Target made with the United States Securities and Exchange Commission prior to the date hereof), (y) which would, individually or

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in the aggregate, prevent or materially delay the consummation of the Transaction, or (z) that is, individually or in the aggregate, materially adverse to the rights or remedies of the Lenders under the Credit Facilities (each, a “Material Adverse Effect”), provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: (i) any adverse change in the market price or trading volume of the capital stock of Target after the date hereof; provided, however, that this clause (i) shall not exclude any underlying event, occurrence, development or circumstance which may have caused such change in stock price or trading volume; (ii) any adverse event, occurrence or development affecting any of the industries in which Target and its subsidiaries operate generally (to the extent such events, occurrences or developments do not disproportionately affect Target or its subsidiaries as compared to other companies in such industries); (iii) changes, events or occurrences in financial, credit, banking or securities markets (including any disruption thereof); (iv) any adverse change, event, development or effect arising from or relating to general business or economic conditions (including the business of Target or any of its subsidiaries) which does not relate only to Target or any of its subsidiaries; (v) any adverse change, event, development or effect attributable to the announcement or pendency of the Transaction, or resulting from or relating to compliance with the terms of, or the taking of any action required by, the Acquisition Agreement (as defined below); (vi) any adverse change, event, development or effect arising from or relating to national or international political or social conditions, including the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack anywhere in the world; and (vii) any adverse change, event, development or effect arising from or relating to laws, rules, regulations, orders or other binding directives issued by any governmental entity that do not relate only to Target and its subsidiaries; (b) no Agent becoming aware after the date hereof of any information not previously known to any Agent which any Agent reasonably believes is, or could reasonably be expected to be, materially negative information with respect to the Transaction or the business, properties, assets, liabilities, condition (financial or otherwise) or results of operations of Target and its subsidiaries taken as a whole, or which is inconsistent in a material and adverse manner with any such information or other matter disclosed to any Agent prior to the date hereof; (c) each Agent’s reasonable satisfaction that prior to and during the syndication of the Senior Secured Financing there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of Lee, Target or any of their respective subsidiaries; and (d) the other conditions set forth or referred to herein and in the Term Sheet.

        To induce the Agents to issue this letter (together with the Term Sheet, this “Commitment Letter”) and to proceed with the documentation of the proposed Senior Secured Financing, you hereby agree that all fees and expenses (including the reasonable fees and expenses of counsel and consultants) of each Agent and its affiliates arising in connection with this Commitment Letter and in connection with the Transaction and the other transactions described herein (including in connection with our due diligence and syndication efforts) shall be for your account (and that you shall from time to time upon request from each Agent reimburse it and its affiliates for all such fees and expenses paid by them), whether or not the Transaction is consummated or the Senior Secured Financing is made available or definitive credit documents are executed. You further agree to indemnify and hold harmless the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Book Running Manager, and each other agent

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or co-agent (if any) designated by the Joint Lead Arrangers with respect to the Senior Secured Financing (each, a “Co-Agent”), each Lender (including in any event DBTCA and SunTrust) and their respective affiliates and each director, officer, employee, representative and agent thereof (each, an “indemnified person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted against or involve any Agent, any Co-Agent, any Lender or any other such indemnified person by any person (including, without limitation, by Lee or Target or any of their respective subsidiaries) as a result of or arising out of or in any way related to or resulting from the Transaction or this Commitment Letter and, upon demand, to pay and reimburse each Agent, each Co-Agent, each Lender and each other indemnified person for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not any Agent, any Co-Agent, any Lender or any other such indemnified person is a party to any action or proceeding out of which any such expenses arise); provided, however, that you shall not have to indemnify any indemnified person against any loss, claim, damage, expense or liability to the extent same resulted from the gross negligence or willful misconduct of the respective indemnified person (as determined by a court of competent jurisdiction in a final and non-appealable judgment). This Commitment Letter is issued for your benefit only and no other person or entity may rely hereon. No Agent, nor any other indemnified person, shall be responsible or liable to you or any other person or entity for (x) any determination made by it pursuant to this Commitment Letter in the absence of gross negligence or willful misconduct on the part of such person or entity (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Commitment Letter or the financing contemplated hereby.

        Each Agent reserves the right to employ the services of its affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to its affiliates certain fees payable to such Agent in such manner as such Agent and its affiliates may agree in their sole discretion. You also agree that each Agent may at any time and from time to time assign all or any portion of its commitments hereunder to one or more of its affiliates. You further acknowledge that (i) each Agent may share with any of its affiliates, and such affiliates may share with such Agent, any information related to the Transaction, Lee, Target (and your and their respective subsidiaries and affiliates), or any of the matters contemplated hereby, in each case in connection with the Transaction and the other transactions contemplated hereby, and (ii) each Agent and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you or Target may have conflicting interests regarding the transactions described herein and otherwise. Each Agent agrees to treat, and cause any such affiliate to treat, all non-public information provided to it by Lee and Target as confidential information in accordance with customary banking industry practices.

        You agree that this Commitment Letter is for your confidential use only and that, unless each Agent has otherwise consented, neither its existence nor the terms hereof will be

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disclosed by you to any person or entity other than your officers, directors, employees, accountants, attorneys and other advisors, and then only on a “need to know” basis in connection with the transactions contemplated hereby and on a confidential basis. Notwithstanding the foregoing, following your acceptance of the provisions hereof and your return of an executed counterpart of this Commitment Letter and the Fee Letters to us as provided below, (i) you may furnish a copy of this Commitment Letter (but not the Fee Letters, except as provided therein) to Target and its advisors on a confidential basis in connection with their evaluation of your proposal for the Acquisition, (ii) you may make public disclosure of the existence and amount of the commitments hereunder and of the identity of the Administrative Agent, the Syndication Agent, the Book Running Manager, and the Joint Lead Arrangers, (iii) you may file a copy of this Commitment Letter (but not the Fee Letters) in any public record in which it is required by law to be filed and (iv) you may make such other public disclosure of the terms and conditions hereof as, and to the extent, you are required by law, in the opinion of your counsel, to make. If this Commitment Letter is not accepted by you as provided below, please immediately return this Commitment Letter (and any copies hereof) to the undersigned.

        You hereby represent and acknowledge that, to the best of your knowledge, no Agent, nor any employees or agents of, or other persons affiliated with, any Agent, have directly or indirectly made or provided any statement (oral or written) to you or to any of your employees or agents, or other persons affiliated with or related to you (or, so far as you are aware, to any other person), as to the potential tax consequences of the Transaction.

        The provisions of the four immediately preceding paragraphs shall survive any termination of this Commitment Letter.

        In order to comply with the USA Patriot Act, each Agent must obtain, verify and record information that identifies each entity (or individual) that enters into a business relationship with such Agent. As a result, in addition to your corporate name and address, each Agent will obtain your corporate tax identification number and certain other information. Each Agent may also request relevant corporate resolutions and other identifying documents.

        This Commitment Letter and the Fee Letters (and your rights and obligations hereunder and thereunder) shall not be assignable by you to any person or entity without the prior written consent of each Agent (and any purported assignment without such consent shall be null and void). This Commitment Letter and the Fee Letters may not be amended or modified, or any provision hereof and thereof waived, except by an instrument in writing signed by you and each Agent party thereto. Each of this Commitment Letter and the Fee Letters may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter or the Fee Letters by facsimile (or other electronic) transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be. This Commitment Letter and the Fee Letters shall be governed by, and construed in accordance with, the laws of the State of New York. This Commitment Letter and the Fee Letters set forth the entire agreement between the parties hereto as to the matters set forth herein and supersede all prior communications, written or oral, with respect to the matters herein. This Commitment Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the parties

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hereto (and indemnified persons) and may not be relied upon by any person or entity other than you. Neither this Commitment Letter nor the Fee Letters are intended to create a fiduciary relationship among the parties hereto or thereto.

        EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR CONTEMPLATED BY THIS COMMITMENT LETTER OR THE FEE LETTERS. YOU HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE COUNTY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS COMMITMENT LETTER, THE FEE LETTERS OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY.

        Each Agent’s willingness, and commitments, with respect to the Committed Senior Secured Financing as set forth above will terminate on the first to occur of (x) February 25, 2005, unless on or prior to such date a definitive agreement with respect to the Acquisition (the “Acquisition Agreement”) has been entered into with Target, (y) August 2, 2005, unless on or prior to such date the Transaction has been consummated and a definitive credit agreement evidencing the Senior Secured Financing, in form and substance satisfactory to each Agent, shall have been entered into and the initial borrowings shall have occurred thereunder, or (z) any time after the execution of the Acquisition Agreement and prior to the consummation of the Transaction, the date of the termination of the Acquisition Agreement (other than with respect to ongoing indemnities, confidentiality provisions and similar provisions).

        This Commitment Letter replaces and supercedes our previous Commitment Letter, dated January 24, 2005, to you concerning the financing of the Transaction; provided, however, all indemnity, expense reimbursement, confidentiality and other provisions therein which survive the termination of such previous Commitment Letter shall continue to survive in accordance with the terms thereof.

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        If you are in agreement with the foregoing, please sign and return to the Joint Lead Arrangers the enclosed copy of this Commitment Letter, together with a copy of the enclosed Fee Letters, no later than 11:59 p.m., New York time, on January 30, 2005. Unless this Commitment Letter and the Fee Letters are signed and returned by the time and date provided in the immediately preceding sentence, this Commitment Letter shall terminate at such time and date.

Agreed to and Accepted this

29th day of January, 2005:

EXHIBIT A

SUMMARY OF CERTAIN TERMS
OF CREDIT FACILITIES

        Unless otherwise defined herein, capitalized terms used herein and defined in the letter agreement to which this Exhibit A is attached (the “Commitment Letter”) are used herein as therein defined.

I.   Description of Credit Facilities

Borrower:                     Lee Enterprises, Incorporated (the “Borrower”).

Total Committed
Credit Facilities:         $1,550.0 million.

A.   A Term Loan Facility

EXHIBIT A
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B.   B Term Loan Facility

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Page 3

C.   Revolving Credit Facility

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Page 4

D.   Uncommitted Incremental Loan Facilities

EXHIBIT A
Page 5

II.   Terms Applicable to All Credit Facilities

Administrative
Agent:                            DBTCA (in such capacity, the "Administrative Agent").

Syndication Agent:     SunTrust (in such capacity, the "Syndication Agent").

Joint Lead Arrangers: DBSI and SCMI (in such capacities, the "Joint Lead Arrangers")

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A.   To the Initial Loans

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B.   To All Loans

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ANNEX I

At any time that a default or an event of default exists under the Credit Facilities, the Applicable Margin for the respective types of Loans shall be the highest percentages set forth in the grid above.