Exhibit 10.6

Execution Version

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT

among

LEE ENTERPRISES, INCORPORATED,

CERTAIN SUBSIDIARIES OF LEE ENTERPRISES, INCORPORATED

and

JPMORGAN CHASE BANK, N.A.,

as COLLATERAL AGENT

Dated as of March 31, 2014

Execution Version

TABLE OF CONTENTS

	Page
ARTICLE I GUARANTEE		2
Section 1.1 Guarantee		2
Section 1.2 Liability of Guarantors Absolute		2
Section 1.3 Obligations of Guarantors Independent		3
Section 1.4 Waivers by Guarantors		3
Section 1.5 Rights of Secured Creditors		5
Section 1.6 Continuing Guarantee		6
Section 1.7 Subordination of Indebtedness Held by Guarantors		6
Section 1.8 Guarantee Enforceable by Administrative Agent or Collateral Agent		7
Section 1.9 Reinstatement		7
Section 1.10 Release of Guarantors		7
Section 1.11 Contribution		8
Section 1.12 Limitation on Guaranteed Obligations		9
ARTICLE II SECURITY INTERESTS		9
Section 2.1 Grant of Security Interests		9
Section 2.2 Lien Subordination; Bailee for Perfection		13
Section 2.3 Power of Attorney		13
ARTICLE III GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS		13
Section 3.1 Necessary Filings		13
Section 3.2 No Liens		14
Section 3.3 Other Financing Statements		14
Section 3.4 Chief Executive Office, Record Locations		14
Section 3.5 [RESERVED]		14
Section 3.6 Legal Names; Type of Organization (and Whether a Registered Organization and/or a Transmitting Utility); Jurisdiction of Organization; Location; Organizational Identification Numbers; Federal Employer Identification Number; Changes Thereto; etc.		14
Section 3.7 [RESERVED]		15
Section 3.8 Certain Significant Transactions		15
Section 3.9 Non-UCC Property		15
Section 3.10 As-Extracted Collateral; Timber-to-be-Cut		16
Section 3.11 Collateral in the Possession of a Bailee		16

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Section 3.12 Recourse	16
Section 3.13 Certain Representations and Warranties Regarding Certain Collateral	16
ARTICLE IV SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL	17
Section 4.1 Additional Representations and Warranties	17
Section 4.2 Maintenance of Records	17
Section 4.3 Direction to Account Debtors; Contracting Parties; etc.	18
Section 4.4 Modification of Terms; etc.	18
Section 4.5 Collection	18
Section 4.6 Instruments	19
Section 4.7 Assignors Remain Liable Under Accounts	19
Section 4.8 Assignors Remain Liable Under Contracts	19
Section 4.9 Deposit Accounts; Etc.	19
Section 4.10 Letter-of-Credit Rights	20
Section 4.11 Commercial Tort Claims	21
Section 4.12 Chattel Paper	21
Section 4.13 Further Actions	21
ARTICLE V SPECIAL PROVISIONS CONCERNING STOCK, LIMITED LIABILITY COMPANY INTERESTS AND PARTNERSHIP INTERESTS	21
Section 5.1 Subsequently Acquired Collateral	21
Section 5.2 Transfer Taxes	22
Section 5.3 Appointment of Sub-Agents; Endorsements, etc.	22
Section 5.4 Voting, etc., While No Event of Default	22
Section 5.5 Dividends and Other Distributions	22
Section 5.6 Assignee Not a Partner or Limited Liability Company Member	23
Section 5.7 The Assignee As Collateral Agent	24
Section 5.8 Transfer By The Assignors	24
Section 5.9 Sale Of Pledged Collateral Without Registration	24
ARTICLE VI SPECIAL PROVISIONS CONCERNING MARKS AND DOMAIN NAMES	25
Section 6.1 Additional Representations and Warranties	25
Section 6.2 Licenses and Assignments	26
Section 6.3 Infringements	26
Section 6.4 Preservation of Marks	26

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Section 6.5 Maintenance of Registration	26
Section 6.6 Future Registered Marks and Domain Names	26
Section 6.7 Remedies	27
ARTICLE VII SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS	27
Section 7.1 Additional Representations and Warranties	27
Section 7.2 Licenses and Assignments	28
Section 7.3 Infringements	28
Section 7.4 Maintenance of Patents or Copyrights	28
Section 7.5 Prosecution of Patent or Copyright Applications	28
Section 7.6 Other Patents and Copyrights	28
Section 7.7 Remedies	29
ARTICLE VIII PROVISIONS CONCERNING ALL COLLATERAL	29
Section 8.1 Protection of Collateral Agent’s Security	29
Section 8.2 Warehouse Receipts Non-Negotiable	29
Section 8.3 Additional Information	29
Section 8.4 Further Actions	30
Section 8.5 Financing Statements	30
ARTICLE IX REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT	30
Section 9.1 Remedies; Obtaining the Collateral Upon Default	30
Section 9.2 Remedies; Disposition of the Collateral	32
Section 9.3 Waiver of Claims	33
Section 9.4 Application of Proceeds	33
Section 9.5 Remedies Cumulative	34
Section 9.6 Discontinuance of Proceedings	35
ARTICLE X INDEMNITY	35
Section 10.1 Indemnity	35
Section 10.2 Indemnity Obligations Secured by Collateral; Survival	36
ARTICLE XI DEFINITIONS	36
ARTICLE XII MISCELLANEOUS	45
Section 12.1 Notices	45
Section 12.2 Waiver; Amendment	46
Section 12.3 Obligations Absolute	46
Section 12.4 Successors and Assigns	46
Section 12.5 Headings Descriptive	47

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Section 12.6 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL	47
Section 12.7 Assignor’s Duties	48
Section 12.8 Termination; Release	48
Section 12.9 Counterparts	49
Section 12.10 Severability	49
Section 12.11 The Collateral Agent and the other Secured Creditors	49
Section 12.12 Additional Assignors	49
Section 12.13 Set Off	50
Section 12.14 Intercreditor Agreement	50

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ANNEX A	Schedule of Chief Executive Offices Address(es) of Chief Executive Office
ANNEX B	[Reserved]
ANNEX C	Schedule of Legal Names, Type of Organization (and Whether a Registered Organization and/or a Transmitting Utility), Jurisdiction of Organization, Location, Organizational Identification Numbers and Federal Employer Identification Numbers
ANNEX D	[Reserved]
ANNEX E	Description of Certain Significant Transactions Occurring Within One Year Prior to the Date of the Guarantee and Collateral Agreement
ANNEX F	Schedule of Deposit Accounts
ANNEX G	Schedule of Commercial Tort Claims
ANNEX H	Schedule of Marks and Applications; Internet Domain Name Registrations
ANNEX I	Schedule of Patents
ANNEX J	Schedule of Copyrights
ANNEX K	Grant of Security Interest in United States Trademarks
ANNEX L	Grant of Security Interest in United States Patents
ANNEX M	Grant of Security Interest in United States Copyrights
ANNEX N	Schedule of Stock
ANNEX O	Schedule of Notes
ANNEX P	Schedule of Limited Liability Company Interests
ANNEX Q	Schedule of Partnership Interests
ANNEX R	Form of Agreement Regarding Uncertificated Securities, Limited Liability Company Interests and Partnership Interests

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FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder, the “Assignors”), in favor of JPMorgan Chase Bank, N.A., as collateral agent (together with any successor collateral agent, in such capacity, the “Collateral Agent” or the “Assignee”), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article XI hereof) have the meanings ascribed to them in the New York UCC or the Credit Agreement (each as defined below), as applicable.

W I T N E S S E T H:

WHEREAS, Lee Enterprises, Incorporated (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent (together with any successor administrative agent, in such capacity, the “Administrative Agent”) for the Lenders, and the Collateral Agent have entered into a First Lien Credit Agreement, dated as of March 31, 2014 (as amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), providing for the making of Loans to, and the issuance and maintenance of, and participation in, Letters of Credit for the account of, the Borrower, as contemplated therein (the Lenders, each Issuing Lender, the Administrative Agent, the Collateral Agent and each other Agent are herein called the “Lender Creditors”);

WHEREAS, the Borrower and/or one other Assignors have heretofore entered into, and/or may at any time and from time to time enter into, one or more Cash Management Services Agreements or one or more Interest Rate Agreements and/or Other Hedging Agreements with one or more Lenders or any affiliates thereof (each such Lender or affiliate, even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason so long as such Lender or affiliate is party to any Cash Management Services Agreement, Interest Rate Agreement or Other Hedging Agreement with the Borrower or any Assignor, together with such Lender’s or affiliate’s successors and assigns, if any, collectively, the “Other Creditors” and, together with the Lender Creditors, the “Secured Creditors”; and with each such Cash Management Services Agreement being herein called a “Secured Cash Management Services Agreement” and each such Interest Rate Agreement and/or Other Hedging Agreement being herein called a “Secured Hedging Agreement”);

WHEREAS, it is a condition precedent to the making of Loans to the Borrower and the issuance and maintenance of, and participation in, Letters of Credit for the account of the Borrower under the Credit Agreement and to the Other Creditors entering into Secured Cash Management Services Agreements or Secured Hedging Agreements that each Assignor shall have executed and delivered to the Collateral Agent this Agreement; and

WHEREAS, each Assignor will obtain benefits from the incurrence of the Loans by the Borrower and the issuance and maintenance of, and participation in, Letters of Credit for the account of the Borrower under the Credit Agreement and the entering into and maintaining by the Borrower and/or one or more Assignors of Secured Cash Management Services Agreements and Secured Hedging Agreements and, accordingly, desires to execute this

Agreement in order to satisfy the condition described in the preceding paragraph and to induce the Lenders to make and continue the Loans to the Borrower and issue, maintain, and/or participate in, Letters of Credit for the account of the Borrower and the Other Creditors to maintain and/or enter into Secured Cash Management Services Agreements and Secured Hedging Agreements with the Borrower and/or one or more Assignors;

NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Assignor, the receipt and sufficiency of which are hereby acknowledged, each Assignor hereby makes the following representations and warranties to the Collateral Agent for the benefit of the Secured Creditors and hereby covenants and agrees with the Collateral Agent for the benefit of the Secured Creditors as follows:

ARTICLE I

GUARANTEE

Section 1.1 Guarantee. (a) Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and not merely as surety, to the Secured Creditors the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise), subject to any applicable grace periods set forth in the Credit Documents, of the Guaranteed Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). Each Guarantor understands, agrees and confirms that the Secured Creditors may enforce the Guarantee up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor, the Borrower or any other Guaranteed Party, or against any security for the Guaranteed Obligations, or under any other guarantee covering all or a portion of the Guaranteed Obligations. The Guarantee is a guarantee of prompt payment and performance and not of collection.

(b) Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the Borrower or any other Guaranteed Party upon the occurrence in respect of the Borrower or any other Guaranteed Party of any of the events specified in Section 11.05 of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Secured Creditors, or order, on demand.

Section 1.2 Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee of the indebtedness of the Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever (other than the Satisfaction of the Guaranteed Obligations), including, without limitation: (a) any direction as to application of payment by the Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guarantee, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other

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guarantee or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of the Guarantee, (f) any payment made to any Secured Creditor on the indebtedness which any Secured Creditor repays the Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Secured Creditors as contemplated in Section 1.5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

Section 1.3 Obligations of Guarantors Independent. The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party and whether or not any other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party be joined in any such action or actions. Each Guarantor waives (to the fullest extent permitted by applicable law) the benefits of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by the Borrower or any other Guaranteed Party or other circumstance which operates to toll any statute of limitations as to the Borrower or such other Guaranteed Party shall operate to toll the statute of limitations as to each Guarantor.

Section 1.4 Waivers by Guarantors. (a) Each Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of acceptance of the Guarantee and notice of the existence, creation or incurrence of any new or additional liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, demand for performance, protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action by the Administrative Agent or any other Secured Creditor against, and any other notice to, any party liable thereon (including such Guarantor, any other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party) and each Guarantor further hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by any Secured Creditor upon the Guarantee, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in reliance upon the Guarantee.

(b) Each Guarantor waives any right to require the Secured Creditors to: (i) proceed against the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party; (ii) proceed against or exhaust any security held from the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party; or (iii) pursue any other remedy in the Secured Creditors’ power whatsoever. Each Guarantor waives any defense based on or arising out of any defense of the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party other than Satisfaction of the Guaranteed Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor

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of the Guaranteed Obligations or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guaranteed Party other than Satisfaction of the Guaranteed Obligations. Subject to Section 12.14 hereof, the Secured Creditors may, at their election, foreclose on any collateral serving as security held by the Administrative Agent, the Collateral Agent or the other Secured Creditors by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Secured Creditors may have against the Borrower, any other Guaranteed Party or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent of the Satisfaction of the Guaranteed Obligations. Each Guarantor waives any defense arising out of any such election by the Secured Creditors, even though such election operates to impair or extinguish any right of reimbursement, contribution, indemnification or subrogation or other right or remedy of such Guarantor against the Borrower, any other Guaranteed Party, any other guarantor of the Guaranteed Obligations or any other party or any security.

(c) Each Guarantor has knowledge and assumes all responsibility for being and keeping itself informed of the Borrower’s, each other Guaranteed Party’s and each other Guarantor’s financial condition, affairs and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and has adequate means to obtain from the Borrower, each other Guaranteed Party and each other Guarantor on an ongoing basis information relating thereto and the Borrower’s, each other Guaranteed Party’s and each other Guarantor’s ability to pay and perform its respective Guaranteed Obligations, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as the Guarantee is in effect. Each Guarantor acknowledges and agrees that (x) the Secured Creditors shall have no obligation to investigate the financial condition or affairs of the Borrower, any other Guaranteed Party or any other Guarantor for the benefit of such Guarantor nor to advise such Guarantor of any fact respecting, or any change in, the financial condition, assets or affairs of the Borrower, any other Guaranteed Party or any other Guarantor that might become known to any Secured Creditor at any time, whether or not such Secured Creditor knows or believes or has reason to know or believe that any such fact or change is unknown to such Guarantor, or might (or does) increase the risk of such Guarantor as guarantor hereunder, or might (or would) affect the willingness of such Guarantor to continue as a guarantor of the Guaranteed Obligations hereunder and (y) the Secured Creditors shall have no duty to advise any Guarantor of information known to them regarding any of the aforementioned circumstances or risks.

(d) Each Guarantor hereby acknowledges and agrees that no Secured Creditor nor any other Person shall be under any obligation (a) to marshal any assets in favor of such Guarantor or in payment of any or all of the liabilities of any Guaranteed Party under the Credit Documents or the obligation of such Guarantor hereunder or (b) to pursue any other remedy that such Guarantor may or may not be able to pursue itself any right to which such Guarantor hereby waives.

(e) Each Guarantor warrants and agrees that each of the waivers set forth in Section 1.3 and in this Section 1.4 is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law

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or public policy, such waivers shall be effective only to the maximum extent permitted by applicable law.

Section 1.5 Rights of Secured Creditors. Subject to Sections 1.4 and 12.14, hereof, any Secured Creditor may (except as shall be required by applicable statute and cannot be waived) at any time and from time to time without the consent of, or notice to, any Guarantor, without incurring responsibility to such Guarantor, without impairing or releasing the obligations or liabilities of such Guarantor hereunder, upon or without any terms or conditions and in whole or in part:

(a) change the manner, place or terms of payment of, and/or change, increase or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including, without limitation, any increase or decrease in the rate of interest thereon or the principal amount thereof), any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guarantee herein made shall apply to the Guaranteed Obligations as so changed, extended, increased, accelerated, renewed or altered;

(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, impair, realize upon or otherwise deal with in any manner and in any order any property or other collateral by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst;

(c) exercise or refrain from exercising any rights against the Borrower, any other Guaranteed Party, any other Credit Party, any Subsidiary thereof, any other guarantor of the Borrower or others or otherwise act or refrain from acting;

(d) release or substitute any one or more endorsers, Guarantors, other guarantors, the Borrower, any other Guaranteed Party or other obligors;

(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower or any other Guaranteed Party to creditors of the Borrower or such other Guaranteed Party other than the Secured Creditors;

(f) apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligations regardless of what Guaranteed Obligations remain unpaid;

(g) consent to or waive any breach of, or any act, omission or default under, any of the Secured Cash Management Services Agreements or Secured Hedging Agreements, the Credit Documents or any of the instruments or agreements referred to therein, or otherwise amend, modify or supplement any of the Secured Cash Management Services Agreements or Secured Hedging Agreements, the Credit Documents or any of such other instruments or agreements;

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(h) act or fail to act in any manner which may deprive such Guarantor of its right to subrogation against the Borrower or any other Guaranteed Party to recover full indemnity for any payments made pursuant to the Guarantee; and/or

(i) take any other action or omit to take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of such Guarantor from its liabilities under the Guarantee (including, without limitation, any action or omission whatsoever that might otherwise vary the risk of such Guarantor or constitute a legal or equitable defense to or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against such Guarantor).

No invalidity, illegality, irregularity or unenforceability of all or any part of the Guaranteed Obligations, the Credit Documents or any other agreement or instrument relating to the Guaranteed Obligations or of any security or guarantee therefor shall affect, impair or be a defense to the Guarantee, and the Guarantee shall be primary, absolute and unconditional notwithstanding the occurrence of any event or the existence of any other circumstances which might constitute a legal or equitable discharge of a surety or guarantor except Satisfaction of the Guaranteed Obligations.

Section 1.6 Continuing Guarantee. The Guarantee is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of any Secured Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Creditor would otherwise have. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Creditor to any other or further action in any circumstances without notice or demand. It is not necessary for any Secured Creditor to inquire into the capacity or powers of the Borrower or any other Guaranteed Party or the officers, directors, partners or agents acting or purporting to act on its or their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

Section 1.7 Subordination of Indebtedness Held by Guarantors. Any indebtedness of the Borrower or any other Guaranteed Party now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower or such other Guaranteed Party to the Secured Creditors; and such indebtedness of the Borrower or such other Guaranteed Party to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing and subject to the applicable Intercreditor Agreements, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Secured Creditors and be paid over to the Secured Creditors on account of the indebtedness of the Borrower or such other Guaranteed Party to the Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of the Guarantee. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower or any other Guaranteed Party to such Guarantor,

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such Guarantor shall mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of the Guarantee (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until the Satisfaction Date of the Guaranteed Obligations; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the Satisfaction Date of the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Secured Creditors and, subject to the applicable Intercreditor Agreements, shall forthwith be paid to the Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or, if the Credit Documents do not provide for the application of such amount, to be held by the Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.

Section 1.8 Guarantee Enforceable by Administrative Agent or Collateral Agent. Notwithstanding anything to the contrary contained elsewhere in the Guarantee, the Secured Creditors agree (by their acceptance of the benefits of the Guarantee) that the Guarantee may be enforced only by the action of the Administrative Agent or the Collateral Agent, in each case acting upon the instructions of the Required Secured Creditors and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce the Guarantee or to realize upon the security granted by this Agreement, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Collateral Agent or, after the Satisfaction Date of the Credit Document Obligations, by the holders of at least a majority of the outstanding Other Obligations, as the case may be, for the benefit of the Secured Creditors upon the terms of the Guarantee and the Security Documents. The Secured Creditors further agree that the Guarantee may not be enforced against any director, officer, employee, partner, member or stockholder of any Guarantor (except to the extent such partner, member or stockholder is also a Guarantor hereunder). It is understood and agreed that the agreement in this Section 1.8 (other than the agreement set forth in the immediately preceding sentence) is among and solely for the benefit of the Secured Creditors and that, if the Required Secured Creditors so agree (without requiring the consent of any Guarantor), the Guarantee may be directly enforced by any Secured Creditor.

Section 1.9 Reinstatement. If at any time any payment of the principal, interest or any other amount payable under the Credit Agreement or any other Credit Document (including a payment exercised through a right of setoff) is rescinded or is or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Assignor or otherwise (including pursuant to any settlement entered into by any Secured Creditor in its discretion), each of the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

Section 1.10 Release of Guarantors. (a) In the event that all of the Capital Stock of one or more Guarantors is sold or otherwise disposed of or liquidated in compliance with the requirements of the Credit Agreement (or such sale, other disposition or liquidation has been approved in writing by the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement)) and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Guarantor

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shall, upon consummation of such sale or other disposition (except to the extent that such sale or disposition is to the Borrower or another Restricted Subsidiary thereof), be released from the Guarantee automatically and without further action and the Guarantee shall, as to each Guarantor, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the Capital Stock of any Guarantor shall be deemed to be a sale of such Guarantor for the purposes of this Section 1.10(a)).

(b) Upon the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the Credit Agreement, each such Guarantor shall be released from the Guarantee automatically and without further action and the Guarantee shall, as to each such Guarantor, terminate, and have no further force or effect.

(c) Upon the Satisfaction Date of the Guaranteed Obligations, the Guarantors shall be released from the Guarantee automatically and without further action and the Guarantee shall, as to each Guarantor, terminate, and have no further force or effect.

Section 1.11 Contribution. At any time a payment in respect of the Guaranteed Obligations is made under the Guarantee, the right of contribution of each Guarantor against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Guaranteed Obligations under the Guarantee. At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have a right of contribution against each other Guarantor who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Guarantors in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Guarantor and the denominator of which is the Aggregate Excess Amount of all Guarantors multiplied by (y) the Aggregate Deficit Amount of such other Guarantor. A Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such right until the occurrence of the Satisfaction Date of the Guaranteed Obligations, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of contribution arising pursuant to this Section 1.11 against any other Guarantor shall be expressly junior and subordinate to such other Guarantor’s obligations and liabilities in respect of the Guaranteed Obligations and any other obligations owing under the Guarantee. As used in this Section 1.11: (i) each Guarantor’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all Guarantors; (ii) the “Adjusted Net Worth” of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and

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(y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under the Guarantee on such date). Notwithstanding anything to the contrary contained above, any Guarantor that is released from the Guarantee pursuant to Section 1.10 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 1.11, and at the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 1.11, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until the occurrence of the Satisfaction Date of the Guaranteed Obligations. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

Section 1.12 Limitation on Guaranteed Obligations. Each Guarantor and each Secured Creditor (by its acceptance of the benefits of the Guarantee) hereby confirms that it is its intention that the Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of the Guarantee) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

ARTICLE II

SECURITY INTERESTS

Section 2.1 Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired:

(i) each and every Account;

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(ii) all cash;

(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;

(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);

(v) all Commercial Tort Claims as described on Annex G as updated from time to time;

(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;

(vii) all Contracts, together with all Contract Rights arising thereunder;

(viii) all Equipment;

(ix) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;

(x) all Documents;

(xi) all General Intangibles;

(xii) all Goods;

(xiii) all Instruments;

(xiv) all Intellectual Property;

(xv) all Inventory;

(xvi) all Financial Assets;

(xvii) all Joint Venture Investment Property;

(xviii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);

(xix) all Notes;

(xx) all Permits;

(xxi) all Security Entitlements and other Investment Property (to the extent not already covered by another clause of this Section 2.1(a));

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(xxii) all Supporting Obligations;

(xxiii) all Fixtures;

(xxiv) all other goods and personal property, whether tangible or intangible; and

(xxv) all Proceeds and products of, and all accessions to, substitutions and replacements for, and rents, profits and products of, any and all of the foregoing

(all of the above, the “Collateral”).

Notwithstanding the foregoing, the term “Collateral” shall not include any Excluded Property.

(b) The security interest of the Collateral Agent under this Agreement automatically (and without the taking of any action by any Assignor) extends to all Collateral which any Assignor may acquire (including, without limitation, by purchase, stock dividend, distribution or otherwise), or with respect to which such Assignor may obtain rights, at any time during the term of this Agreement and such Collateral shall automatically be subject to the security interest created pursuant hereto. Each Assignor shall (to the extent provided below) take the following actions as set forth below (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) for the benefit of the Collateral Agent and the other Secured Creditors:

(i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Assignor shall physically deliver such Certificated Security to the Collateral Agent, endorsed to the Collateral Agent or endorsed in blank;

(ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Assignor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Collateral Agent, an agreement for the benefit of the Collateral Agent and the other Secured Creditors substantially in the form of Annex R (appropriately completed to the satisfaction of the Collateral Agent and with such modifications, if any, as shall be satisfactory to the Collateral Agent) pursuant to which such issuer agrees to comply with any and all instructions originated by the Collateral Agent without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction;

(iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Assignor shall promptly notify the Collateral Agent thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii)

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to perfect the security interest of the Collateral Agent under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Collateral Agent deems necessary or desirable to effect the foregoing;

(iv) with respect to any Capital Stock (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Capital Stock is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 2.1(b)(i) hereof, and (2) if such Capital Stock is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 2.1(b)(ii) hereof;

(v) with respect to any Note, such Assignor shall physically deliver such Note to the Collateral Agent, endorsed in blank, or, at the request of the Collateral Agent, endorsed to the Collateral Agent in accordance with Section 4.6; and

(vi) with respect to cash proceeds from any of the Collateral (other than cash proceeds received from a disposition of Collateral permitted under and applied in accordance with the Credit Documents), at the reasonable request of the Collateral Agent or upon an occurrence of a Default or an Event of Default, (i) establishment by the Collateral Agent of a cash account in the name of such Assignor over which the Collateral Agent shall have “control” within the meaning of the UCC and at any time any Default or Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Collateral Agent and (ii) deposit of such cash in such cash account.

(c) In addition to the actions required to be taken pursuant to Section 2.1(b) hereof, each Assignor shall take the following additional actions with respect to the Collateral:

(i) with respect to all Collateral of such Assignor whereby or with respect to which the Collateral Agent may obtain “control” thereof within the meaning of Section 9-104, 9-105, 9-106, 8-106, and 9-107 of the New York UCC (or under any provision of the UCC, or under the laws of any relevant State other than the State of New York), such Assignor shall take all actions as may be reasonably requested from time to time by the Collateral Agent, in accordance with this Section 2.1, and Sections 4.10 and 4.12, so that “control” of such Collateral is obtained and at all times held by the Collateral Agent; and

(ii) in accordance with Section 8.5, each Assignor shall from time to time cause to be filed appropriate financing statements (on appropriate forms) under the UCC as in effect in the applicable States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Collateral Agent), to be filed in the relevant filing offices so that at all times the Collateral Agent’s security interest in all Investment Property and other Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant States, including, without limitation, Section 9-312(a) of the New York UCC) is so perfected.

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Section 2.2 Lien Subordination; Bailee for Perfection. (a) Notwithstanding anything in this Agreement to the contrary, it is the understanding of the parties that the Liens granted pursuant to Section 2.1 herein shall, with respect to any such Liens granted in Pulitzer Collateral on and after the Pulitzer Debt Satisfaction Date, be subject and subordinate to the First Priority Lien (as defined in the Pulitzer Junior Intercreditor Agreement) on such Collateral pursuant to the terms of the Pulitzer Junior Intercreditor Agreement.

(b) Notwithstanding anything herein to the contrary, (x) subject to the terms of the Pulitzer Junior Intercreditor Agreement, on and after the Pulitzer Debt Satisfaction Date, (i) the requirements of this Agreement to endorse, assign or deliver Pulitzer Collateral to the Collateral Agent, or to provide the Collateral Agent “control” (within the meaning of the UCC) over such Collateral, shall be deemed satisfied by endorsement, assignment or delivery of such Collateral to the First Priority Representative or by exercise of control over such Collateral by the First Priority Representative in each case as bailee and agent for the Collateral Agent pursuant to the Pulitzer Junior Intercreditor Agreement, and (ii) any endorsement, assignment or delivery of Pulitzer Collateral to the First Priority Representative or control over the Pulitzer Collateral by the First Priority Representative, in each case as bailee and agent for the Collateral Agent pursuant to the Pulitzer Junior Intercreditor Agreement, shall be deemed an endorsement, assignment or delivery to, or control by, the Collateral Agent for all purposes hereunder, and (y) the requirement of this Agreement to endorse, assign or deliver to the Collateral Agent, or to otherwise provide the Collateral Agent “control” (within the meaning of the UCC) over, any Investment Property of an Assignor, shall not apply to any Excluded Property.

Section 2.3 Power of Attorney. Subject to the applicable Intercreditor Agreements, each Assignor hereby constitutes and appoints the Collateral Agent its true and lawful attorney, irrevocably, with full power after the occurrence of and during the continuance of an Event of Default (in the name of such Assignor or otherwise) to act, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due or to become due to such Assignor under or arising out of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Collateral Agent may deem to be reasonably necessary or advisable to protect the interests of the Secured Creditors, which appointment as attorney is coupled with an interest.

ARTICLE III

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

Section 3.1 Necessary Filings. Except as otherwise permitted by this Agreement, all filings, registrations, recordings and other actions reasonably necessary or appropriate to create, preserve and perfect the security interest granted by such Assignor to the Collateral Agent hereby in respect of the Collateral have been accomplished and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates a valid and, together with all such filings, registrations, recordings and other actions, a

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perfected security interest therein prior to the rights of all other Persons (other than the collateral agent under the First Lien Notes Indenture and, after the Pulitzer Debt Satisfaction Date, the First Priority Representative) therein and subject to no other Liens (other than Liens permitted by Section 10.03 of the Credit Agreement) and is entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to perfected security interests, in each case to the extent that the Collateral consists of the type of property in which a security interest may be perfected by possession or control (within the meaning of the New York UCC), by filing a financing statement under the UCC as enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office.

Section 3.2 No Liens. Such Assignor is, and as to all Collateral acquired by it from time to time after the date hereof such Assignor will be, the owner of all Collateral free from any Lien or other right, title or interest of any Person (other than Liens permitted by Section 10.03 of the Credit Agreement), and such Assignor shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Collateral Agent.

Section 3.3 Other Financing Statements. As of the date hereof, there is no financing statement (or similar statement or instrument of registration under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Collateral (other than financing statements filed in respect of Liens permitted by Section 10.03 of the Credit Agreement), and so long as the Termination Date has not occurred, such Assignor will not execute or authorize or request to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except financing statements filed or to be filed in respect of and covering the security interests granted hereby by such Assignor, in connection with Liens permitted by Section 10.03 of the Credit Agreement or financing statement amendments or terminations in connection with the release of Collateral pursuant to the terms of the Credit Documents.

Section 3.4 Chief Executive Office, Record Locations. The chief executive office of such Assignor is, on the date of this Agreement, located at the address indicated on Annex A hereto for such Assignor. During the period of the four calendar months preceding the date of this Agreement, the chief executive office of such Assignor has not been located at any address other than that indicated on Annex A in accordance with the immediately preceding sentence, in each case unless each such other address is also indicated on Annex A hereto for such Assignor.

Section 3.5 [RESERVED].

Section 3.6 Legal Names; Type of Organization (and Whether a Registered Organization and/or a Transmitting Utility); Jurisdiction of Organization; Location; Organizational Identification Numbers; Federal Employer Identification Number; Changes Thereto; etc. The exact legal name of each Assignor, the type of organization of such Assignor, whether or not such Assignor is a Registered Organization, the jurisdiction of organization of such Assignor, such Assignor’s Location, the organizational identification number (if any) of such Assignor, the Federal Employer Identification Number (if any); and whether or not such

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Assignor is a Transmitting Utility, is listed on Annex C hereto for such Assignor. Such Assignor shall not change its legal name, its type of organization, its status as a Registered Organization (in the case of a Registered Organization), its status as a Transmitting Utility or as a Person which is not a Transmitting Utility, as the case may be, its jurisdiction of organization, its Location, its organizational identification number (if any), or its Federal Employer Identification Number (if any) from that used on Annex C hereto, except that any such changes shall be permitted (so long as not in violation of the applicable requirements of the Secured Debt Agreements and so long as the same do not involve (x) a Registered Organization ceasing to constitute the same or (y) such Assignor changing its jurisdiction of organization or Location from the United States or a State thereof to a jurisdiction of organization or Location, as the case may be, outside the United States or a State thereof) if (i) it shall have given to the Collateral Agent not less than 15 days’ prior written notice of each change to the information listed on Annex C (as adjusted for any subsequent changes thereto previously made in accordance with this sentence), together with a supplement to Annex C which shall correct all information contained therein for such Assignor, and (ii) in connection with such change or changes, it shall have taken all action reasonably requested by the Collateral Agent to maintain the security interests of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. In addition, to the extent that such Assignor does not have an organizational identification number on the date hereof and later obtains one, such Assignor shall promptly thereafter notify the Collateral Agent of such organizational identification number and shall take all actions reasonably satisfactory to the Collateral Agent to the extent necessary to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby fully perfected and in full force and effect.

Section 3.7 [RESERVED].

Section 3.8 Certain Significant Transactions. During the one year period preceding the date of this Agreement, no Person shall have merged or consolidated with or into any Assignor, and no Person shall have liquidated into, or transferred all or substantially all of its assets to, any Assignor, in each case except as described in Annex E hereto. With respect to any transactions so described in Annex E hereto, the respective Assignor shall have furnished such information with respect to the Person (and the assets of the Person and locations thereof) which merged with or into or consolidated with such Assignor, or was liquidated into or transferred all or substantially all of its assets to such Assignor, and shall have furnished to the Collateral Agent such UCC lien searches as may have been requested with respect to such Person and its assets, to establish that no security interest (excluding Liens permitted by Section 10.03 of the Credit Agreement) continues perfected on the date hereof with respect to any Person described above (or the assets transferred to the respective Assignor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC.

Section 3.9 Non-UCC Property. The aggregate fair market value (as determined by the Assignors in good faith) of all Collateral of the Assignors of the types described in clauses (1), (2) and (3) of Section 9-311(a) (other than Copyrights, Marks and Patents which are the subject of a filing of a grant of security interest in the respective form attached hereto in the United States Patent and Trademark Office or in the United States Copyright Office) of the UCC does not exceed $5,000,000. If the aggregate value of all such Collateral at any time owned by all Assignors exceeds $5,000,000, the Assignors shall provide prompt written notice thereof to

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the Collateral Agent and, upon the request of the Collateral Agent, the Assignors shall promptly (and in any event within 30 days) take such actions (at their own cost and expense) as may be required under the respective United States, State or other laws referenced in Section 9-311(a) of the UCC to perfect the security interests granted herein in any Collateral where the filing of a financing statement does not perfect the security interest in such property in accordance with the provisions of Section 9-311(a) of the UCC.

Section 3.10 As-Extracted Collateral; Timber-to-be-Cut. On the date hereof, such Assignor does not own, or expect to acquire, any property which constitutes, or would constitute, As-Extracted Collateral or Timber-to-be-Cut. If at any time after the date of this Agreement such Assignor owns, acquires or obtains rights to any As-Extracted Collateral or Timber-to-be-Cut, such Assignor shall furnish the Collateral Agent with prompt written notice thereof (which notice shall describe in reasonable detail the As-Extracted Collateral and/or Timber-to-be-Cut and the locations thereof) and shall take all actions as may be deemed reasonably necessary or desirable by the Collateral Agent to perfect the security interest of the Collateral Agent therein.

Section 3.11 Collateral in the Possession of a Bailee. If any material amounts of Inventory or other Goods (as to the Assignors taken as a whole) are at any time in the possession of a bailee, such Assignor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its reasonable best efforts to promptly obtain an acknowledgment from such bailee, in form and substance reasonably satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and shall act upon the instructions of the Collateral Agent, without the further consent of such Assignor. The Collateral Agent agrees with such Assignor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the respective Assignor with respect to any such bailee.

Section 3.12 Recourse. This Agreement is made with full recourse to each Assignor and pursuant to and upon all the warranties, representations, covenants and agreements on the part of such Assignor contained herein, in the Secured Debt Agreements and otherwise in writing in connection herewith or therewith.

Section 3.13 Certain Representations and Warranties Regarding Certain Collateral. Each Assignor represents and warrants that on the date hereof: (i) all of such Assignor’s Pledged Collateral has been duly and validly issued, is fully paid and non-assessible and is subject to no options to purchase or similar right; (ii) the Stock (and any warrants or options to purchase Stock) held by such Assignor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex N hereto; (iii) such Stock referenced in clause (ii) of this sentence constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex N hereto; (iv) the Notes held by such Assignor consist of the promissory notes described in Annex O hereto where such Assignor is listed as the Lender; (v) the Limited Liability Company Interests held by such Assignor consist of the number and type of interests of the Persons described in Annex P hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex P hereto; (vii) the

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Partnership Interests held by such Assignor consist of the number and type of interests of the Persons described in Annex Q hereto; (viii) each such Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex Q hereto; (ix) such Assignor has complied with the respective procedure set forth in Section 2.1(b) hereof with respect to each item of Collateral described in Annexes N through Q hereto for such Assignor; and (x) on the date hereof, such Assignor owns no other Stock, Limited Liability Company Interests or Partnership Interests.

ARTICLE IV

SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS;

INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL

Section 4.1 Additional Representations and Warranties. As of the time when each of its Accounts arises, each Assignor shall be deemed to have represented and warranted that each such Account, and all records, papers and documents relating thereto (if any) are genuine and what they purport to be, and that all papers and documents (if any) relating thereto (i) will, to the knowledge of such Assignor, evidence indebtedness unpaid and owed by the respective account debtor arising out of the performance of labor or services or the sale or lease and delivery of the merchandise listed therein, or both, (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes), (iii) will, to the knowledge of such Assignor, evidence true, binding and valid obligations, enforceable in accordance with their respective terms (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), and (iv) will be in compliance and will conform in all material respects with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.

Section 4.2 Maintenance of Records. Each Assignor will keep and maintain at its own cost and expense, in all material respects, accurate records of its Accounts and Contracts pursuant to its historical customs and practices, including, but not limited to, originals of all documentation (including each Contract) with respect thereto, records of all payments received, all credits granted thereon, all merchandise returned and all other dealings therewith, and such Assignor will make the same available on any premise of any Assignor to the Collateral Agent for inspection, at such Assignor’s own cost and expense, at any and all reasonable times upon prior notice to such Assignor and otherwise in accordance with the Credit Agreement. Upon the occurrence and during the continuance of an Event of Default and at the request of the Collateral Agent, such Assignor shall, at its own cost and expense, deliver all tangible evidence of its Accounts and Contract Rights (including, without limitation, all documents evidencing the Accounts and all Contracts) and such books and records to the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Assignor). Upon the occurrence and during the continuance of an Event of Default and if the Collateral Agent so directs, such Assignor shall legend, in form and manner satisfactory to the Collateral Agent, the Accounts and the Contracts, as well as books, records and documents (if any) of such Assignor evidencing or pertaining to such Accounts and Contracts with an

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appropriate reference to the fact that such Accounts and Contracts have been assigned to the Collateral Agent and that the Collateral Agent has a security interest therein.

Section 4.3 Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and subject to the provisions of the applicable Intercreditor Agreements, if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default and subject to the applicable Intercreditor Agreements, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 9.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 4.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing.

Section 4.4 Modification of Terms; etc. Except in accordance with such Assignor’s ordinary course of business and consistent with reasonable business judgment or as permitted by Section 4.5, no Assignor shall rescind or cancel any indebtedness evidenced by any Account or under any Contract, or modify any material term thereof or make any material adjustment with respect thereto, or extend or renew the same, or compromise or settle any material dispute, claim, suit or legal proceeding relating thereto, or sell any Account or Contract, or interest therein, without the prior written consent of the Collateral Agent.

Section 4.5 Collection. Each Assignor shall endeavor in accordance with reasonable business practices to cause to be collected from the account debtor named in each of its Accounts or obligor under any Contract, as and when due (including, without limitation, amounts which are delinquent, such amounts to be collected in accordance with generally accepted lawful collection procedures) any and all amounts owing under or on account of such Account or Contract, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account or under such Contract. Except as otherwise directed by the Collateral Agent after the occurrence and during the continuation of an Event of Default and subject to the applicable Intercreditor Agreements, any Assignor may allow in the ordinary course of business as adjustments to amounts owing under its Accounts and Contracts (i) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which such Assignor finds appropriate in accordance with reasonable business judgment and (ii) a refund or credit due as a result of returned or damaged merchandise or improperly performed services or for other reasons which such Assignor finds appropriate in

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accordance with reasonable business judgment. The reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) of collection, whether incurred by an Assignor or the Collateral Agent, shall be borne by the relevant Assignor.

Section 4.6 Instruments. If any Assignor owns or acquires any Instrument in excess of $500,000 constituting Collateral (other than (x) checks and other payment instruments received and collected in the ordinary course of business and (y) any Note), such Assignor will within 10 Business Days notify the Collateral Agent thereof, and upon request by the Collateral Agent and subject to the applicable Intercreditor Agreements, will promptly deliver such Instrument to the Collateral Agent appropriately endorsed to the order of the Collateral Agent.

Section 4.7 Assignors Remain Liable Under Accounts. Anything herein to the contrary notwithstanding, the Assignors shall remain liable under each of the Accounts to observe and perform all of the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to such Accounts. Neither the Collateral Agent nor any other Secured Creditor shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Creditor of any payment relating to such Account pursuant hereto, nor shall the Collateral Agent or any other Secured Creditor be obligated in any manner to perform any of the obligations of any Assignor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times.

Section 4.8 Assignors Remain Liable Under Contracts. Anything herein to the contrary notwithstanding, the Assignors shall remain liable under each of the Contracts to observe and perform all of the conditions and obligations to be observed and performed by them thereunder, all in accordance with and pursuant to the terms and provisions of each Contract. Neither the Collateral Agent nor any other Secured Creditor shall have any obligation or liability under any Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Creditor of any payment relating to such Contract pursuant hereto, nor shall the Collateral Agent or any other Secured Creditor be obligated in any manner to perform any of the obligations of any Assignor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any performance by any party under any Contract, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times.

Section 4.9 Deposit Accounts; Etc. (a) No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each Assignor, each Deposit Account maintained by such Assignor (including a

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description thereof and the respective account number), the name and address of the respective bank with which such Deposit Account is maintained, and the jurisdiction of the respective bank with respect to such Deposit Account, and indicates whether such Deposit Account constitutes an Excluded Account. For each Deposit Account (other than (i) the Cash Collateral Account or any other Deposit Account maintained with the Collateral Agent and (ii) any Excluded Account), the respective Assignor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent (or to the Person contemplated by the applicable Intercreditor Agreements), within 90 days of this Agreement (or such later date as may be reasonably acceptable to the Collateral Agent in its sole discretion) or, if later, at the time of the establishment of the respective Deposit Account, a “control agreement” in such form as may be reasonably acceptable to the Collateral Agent. If any bank with which a Deposit Account (other than (i) the Cash Collateral Account or any other Deposit Account maintained with the Collateral Agent and (ii) any Excluded Account) is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Assignor shall promptly (and in any event within such period as may be reasonably acceptable to the Collateral Agent in its sole discretion) close the respective Deposit Account and transfer all balances therein to the applicable Cash Collateral Account or another Deposit Account meeting the requirements of this Section 4.9. If any bank with which a Deposit Account (other than (i) the Cash Collateral Account or any other Deposit Account maintained with the Collateral Agent and (ii) any Excluded Account) is maintained refuses to subordinate all its claims with respect to such Deposit Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such Deposit Account be terminated (within a reasonable period after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence. The Collateral Agent agrees that it will only give a “Notice of Exclusive Control” under a “control agreement” following the occurrence of an Event of Default.

(b) After the date of this Agreement, no Assignor shall establish any new demand, time, savings, passbook or similar account, except for (i) Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a) and (ii) Excluded Accounts. At the time any such Deposit Account (other than an Excluded Account) is established, the appropriate “control agreement” shall be entered into in accordance with the requirements of preceding clause (a) and the respective Assignor shall furnish to the Collateral Agent a supplement to Annex F hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Section 4.10 Letter-of-Credit Rights. If any Assignor is at any time a beneficiary under a letter of credit with a stated amount of $500,000 or more, such Assignor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, such Assignor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, use its reasonable best efforts to (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under such letter of credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such letter of credit, with the Collateral Agent agreeing, in each case,

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that the proceeds of any drawing under the letter of credit are to be applied as provided in this Agreement after the occurrence and during the continuance of an Event of Default.

Section 4.11 Commercial Tort Claims. All Commercial Tort Claims of each Assignor in existence on the date of this Agreement in an amount (taking the greater of the aggregate claimed damages thereunder or the reasonably estimated value thereof) of $500,000 or more are described in Annex G hereto. If any Assignor shall at any time after the date of this Agreement acquire a Commercial Tort Claim in an amount (taking the greater of the aggregate claimed damages thereunder or the reasonably estimated value thereof) of $500,000 or more, such Assignor shall promptly notify the Collateral Agent thereof in a writing signed by such Assignor and describing the details thereof and shall grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

Section 4.12 Chattel Paper. Upon the request of the Collateral Agent made at any time or from time to time, each Assignor shall promptly furnish to the Collateral Agent a list of all Electronic Chattel Paper held or owned by such Assignor. Furthermore, subject to the applicable Intercreditor Agreements, if requested by the Collateral Agent, each Assignor shall promptly take all actions which are reasonably practicable so that the Collateral Agent has “control” of all Electronic Chattel Paper in accordance with the requirements of Section 9-105 of the UCC. Each Assignor will promptly (and in any event within 10 days) following any request by the Collateral Agent and subject to the applicable Intercreditor Agreements, deliver any of its Tangible Chattel Paper so requested by the Collateral Agent to the Collateral Agent. At all times, each Assignor will mark Tangible Chattel Paper with a legend provided by the Collateral Agent indicating the security interest herein.

Section 4.13 Further Actions. Each Assignor will, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, confirmatory assignments, conveyances, financing statements, transfer endorsements, certificates, reports and other assurances or instruments and take such further steps, including any and all actions as may be necessary or required under the Federal Assignment of Claims Act, relating to its Accounts, Contracts, Instruments and other property or rights covered by the security interest hereby granted, as the Collateral Agent may reasonably require.

ARTICLE V

SPECIAL PROVISIONS CONCERNING STOCK, LIMITED LIABILITY COMPANY

INTERESTS AND PARTNERSHIP INTERESTS

Section 5.1 Subsequently Acquired Collateral. For any Pledged Collateral subsequently acquired by any Assignor, such Assignor will take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Pledged Collateral) with respect to such Pledged Collateral in accordance with the procedures set forth in Section 2.1(b) hereof, and will promptly thereafter deliver to the Assignee (i) a certificate executed by an authorized officer of such Assignor describing such Pledged Collateral and certifying that the same has been duly pledged in favor of the Assignee (for the benefit of the

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Secured Creditors) hereunder and (ii) supplements to Annexes N - Q hereto as are necessary to cause such Annexes to be complete and accurate at such time.

Section 5.2 Transfer Taxes. Each grant of security interest of Pledged Collateral under Section 2.1 hereof shall be accompanied by any transfer tax stamps required by applicable law in connection with the pledge of such Pledged Collateral.

Section 5.3 Appointment of Sub-Agents; Endorsements, etc. Subject to the applicable Intercreditor Agreements, the Assignee shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of the Pledged Collateral, which may be held (in the discretion of the Assignee) in the name of the relevant Assignor, endorsed or assigned in blank or in favor of the Assignee or any nominee or nominees of the Assignee or a sub-agent appointed by the Assignee.

Section 5.4 Voting, etc., While No Event of Default. Subject to the applicable Intercreditor Agreements, unless and until there shall have occurred and be continuing an Event of Default and the Assignee shall instruct the Assignors otherwise (in writing), each Assignor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral owned by it, and to give consents, waivers or ratifications in respect thereof; provided that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of any Secured Debt Agreement, or which could reasonably be expected to have the effect of impairing the value of the Pledged Collateral or any part thereof or the position or interests of the Assignee or any other Secured Creditor in the Pledged Collateral, unless expressly permitted by the terms of the Secured Debt Agreements. All such rights of each Assignor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing and the Assignee has notified the Assignors (in writing) that such rights have ceased, and Article IX hereof shall become applicable.

Section 5.5 Dividends and Other Distributions. Unless and until there shall have occurred and be continuing an Event of Default, all cash dividends, cash distributions, cash Proceeds and other cash amounts payable in respect of the Pledged Collateral shall be paid to the respective Assignor. The Assignee shall be entitled to receive directly, and to retain as part of the Pledged Collateral:

(i) all other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash dividends other than as set forth above) paid or distributed by way of dividend or otherwise in respect of the Pledged Collateral;

(ii) all other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash (although such cash may be paid directly to the respective Assignor so long as no Event of Default then exists) paid or distributed in respect of the Pledged Collateral by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and

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(iii) all other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash) which may be paid in respect of the Pledged Collateral by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate or other reorganization.

Nothing contained in this Section 5.5 shall limit or restrict in any way the Assignee’s right to receive the proceeds of the Collateral in any form in accordance with this Agreement. All dividends, distributions or other payments which are received by any Assignor contrary to the provisions of this Section 5.5 or Article IX hereof shall be received in trust for the benefit of the Assignee, shall be segregated from other property or funds of such Assignor and shall be forthwith paid over to the Assignee as Collateral in the same form as so received (with any necessary endorsement).

Section 5.6 Assignee Not a Partner or Limited Liability Company Member. (a) Nothing herein shall be construed to make the Assignee or any other Secured Creditor liable as a member of any limited liability company or as a partner of any partnership and neither the Assignee nor any other Secured Creditor by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Assignee shall become the absolute owner of Pledged Collateral consisting of a Limited Liability Company Interest or a Partnership Interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Assignee, any other Secured Creditor, any Assignor and/or any other Person.

(b) Except as provided in the last sentence of paragraph (a) of this Section 5.6, the Assignee, by accepting this Agreement, did not intend to become a member of any limited liability company or a partner of any partnership or otherwise be deemed to be a co-venturer with respect to any Assignor, any limited liability company, partnership and/or any other Person either before or after an Event of Default shall have occurred. The Assignee shall have only those powers set forth herein and the Secured Creditors shall assume none of the duties, obligations or liabilities of a member of any limited liability company or as a partner of any partnership or any Assignor except as provided in the last sentence of paragraph (a) of this Section 5.6.

(c) The Assignee and the other Secured Creditors shall not be obligated to perform or discharge any obligation of any Assignor as a result of the security interest in the Pledged Stock hereby effected.

(d) The acceptance by the Assignee of this Agreement, with all the rights, powers, privileges and authority so created, shall not at any time or in any event obligate the Assignee or any other Secured Creditor to appear in or defend any action or proceeding relating to the Pledged Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expenses or perform or discharge any obligation, duty or liability under the Pledged Collateral.

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Section 5.7 The Assignee As Collateral Agent. The Assignee will hold in accordance with this Agreement all items of the Pledged Collateral at any time received under this Agreement. It is expressly understood, acknowledged and agreed by each Secured Creditor that by accepting the benefits of this Agreement each such Secured Creditor acknowledges and agrees that the obligations of the Assignee as holder of the Pledged Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement and in Section 12 of the Credit Agreement. The Assignee shall act hereunder on the terms and conditions set forth herein and in Section 12 of the Credit Agreement.

Section 5.8 Transfer By The Assignors. Except as permitted (i) prior to the Satisfaction Date of the Credit Document Obligations, pursuant to the Credit Agreement, and (ii) thereafter, pursuant to the other Secured Debt Agreements, no Assignor will sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Pledged Collateral or any interest therein.

Section 5.9 Sale Of Pledged Collateral Without Registration. (a) If an Event of Default shall have occurred and be continuing and any Assignor shall have received from the Assignee a written request or requests that such Assignor cause any registration, qualification or compliance under any federal or state securities law or laws to be effected with respect to all or any part of the Pledged Collateral, such Assignor as soon as practicable and at its expense will use its best efforts to cause such registration to be effected (and be kept effective) and will use its best efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Pledged Collateral, including, without limitation, registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other governmental requirements; provided, that the Assignee shall furnish to such Assignor such information regarding the Assignee as such Assignor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Each Assignor will cause the Assignee to be kept reasonably advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, will furnish to the Assignee such number of prospectuses, offering circulars and other documents incident thereto as the Assignee from time to time may reasonably request, and will indemnify, to the extent permitted by law, the Assignee and all other Secured Creditors participating in the distribution of such Pledged Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to such Assignor by the Assignee or such other Secured Creditor expressly for use therein.

(b) If at any time when the Assignee shall determine to exercise its right to sell all or any part of the Collateral pursuant to Article IX hereof, and such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under

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the Securities Act, as then in effect, the Assignee may, in its sole and absolute discretion, sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Assignee may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Assignee, in its sole and absolute discretion (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Collateral or part thereof. In the event of any such sale, the Assignee shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price which the Assignee, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid.

ARTICLE VI

SPECIAL PROVISIONS CONCERNING MARKS AND DOMAIN NAMES

Section 6.1 Additional Representations and Warranties. Each Assignor represents and warrants that it is the sole, true and lawful owner of the registered Marks and Domain Names listed in Annex H hereto for such Assignor and that said listed Marks and Domain Names include all United States Marks and applications for United States Marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or, except as described on Annex H, uses in connection with its business as of the date hereof (and, in the case of any Pulitzer Assignor, except as set forth on Annex H none of such Marks has been licensed to any third party except in the ordinary course of publishing newspapers and related products). Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and material Domain Names that it uses. Each Assignor further warrants that it has received no third party claim that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any Mark of any other Person, and has no knowledge of any threat of any such claim (including “cease and desist” letters), in each case, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that (i) the United States registered Marks listed in Annex H hereto are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications for United States Marks will not mature into registrations, except to the extent the same, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) it does not own or use in connection with its business any material registered Marks other than the United States Marks listed on Annex H hereto. Subject to the applicable Intercreditor Agreements, each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office, domain name registrar or similar registrar in order to effect an absolute

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assignment of all right, title and interest in each Mark and/or Domain Name, and record the same.

Section 6.2 Licenses and Assignments. Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of or grant any license (other than any licenses granted in the ordinary course of business) to any right under any Mark or Domain Name material to the operation of its business absent prior written approval of the Collateral Agent.

Section 6.3 Infringements. Each Assignor agrees, promptly upon learning of any infringement, dilution or other violation of any Mark owned by such Assignor, to notify the Collateral Agent in writing of the name and address of, and to furnish such pertinent information that may be available with respect to, any party who such Assignor believes is, or may be, infringing or diluting or otherwise violating any of such Assignor’s rights in and to any Mark or Domain Name in any manner that could reasonably be expected to have a Material Adverse Effect, or with respect to any party claiming that such Assignor’s use of any Mark or Domain Name material to such Assignor’s business violates in any material respect any property right of that party. Each Assignor further agrees to prosecute diligently in accordance with reasonable business practices any Person infringing any Mark or Domain Name in any manner that could reasonably be expected to have a Material Adverse Effect.

Section 6.4 Preservation of Marks. Each Assignor agrees to take all such actions as are reasonably necessary to preserve its Marks as trademarks or service marks under the laws of the United States (other than any such Marks which are no longer used or useful in its business or operations and except as otherwise permitted by the Credit Agreement).

Section 6.5 Maintenance of Registration. Each Assignor shall, at its own expense, diligently process all documents reasonably required to maintain all registrations, including but not limited to affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office and any applicable domain name registrar for all of its registered Marks and/or Domain Names that are material to the operation of its business, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing of affidavit of use or any such application of renewal prior to the exhaustion of all administrative and judicial remedies without prior written consent of the Collateral Agent (other than with respect to registrations and applications deemed by such Assignor in its reasonable business judgment to be no longer prudent to pursue).

Section 6.6 Future Registered Marks and Domain Names. If any Mark registration is issued hereafter to any Assignor as a result of any application now or hereafter pending before the United States Patent and Trademark Office or any Domain Name is registered by Assignor, within 45 days of receipt of such certificate or similar indicia of ownership, such Assignor shall deliver to the Collateral Agent a copy of such registration certificate or similar indicia of ownership, and a grant of a security interest in such Mark and/or Domain Name, to the Collateral Agent and at the expense of such Assignor, confirming the grant of a security interest in such Mark and/or Domain Name to the Collateral Agent hereunder, the form of such security to be substantially in the form of Annex K hereto or in such other form as may be reasonably satisfactory to the Collateral Agent.

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Section 6.7 Remedies. If an Event of Default shall occur and be continuing, the Collateral Agent may, subject to the applicable Intercreditor Agreements, by written notice to the relevant Assignor, take any or all of the following actions: (i) declare the entire right, title and interest of such Assignor in and to each of the Marks and Domain Names, together with all rights and rights of protection to the same, vested in the Collateral Agent for the benefit of the Secured Creditors, in which event such rights, title and interest shall immediately vest, in the Collateral Agent for the benefit of the Secured Creditors, and the Collateral Agent shall be entitled to exercise the power of attorney referred to in Section 2.3 hereof to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency or registrar; (ii) take and use or sell the Marks or Domain Names and the goodwill of such Assignor’s business symbolized by the Marks or Domain Names and the right to carry on the business and use the assets of such Assignor in connection with which the Marks or Domain Names have been used; and (iii) direct such Assignor to refrain, in which event such Assignor shall refrain, from using the Marks or Domain Names in any manner whatsoever, directly or indirectly, and such Assignor shall execute such further documents that the Collateral Agent may reasonably request to further confirm this and to transfer ownership of the Marks or Domain Names and registrations and any pending applications in the United States Patent and Trademark Office or applicable domain name registrar to the Collateral Agent.

ARTICLE VII

SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS

Section 7.1 Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of all rights in (i) all material Trade Secret Rights, (ii) the Patents listed in Annex I hereto for such Assignor and that said Patents include all the United States Patents that such Assignor owns as of the date hereof, and, in the case of any Pulitzer Assignor, except as set forth on Annex I none of such Patents has been licensed to any third party except in the ordinary course of publishing newspapers and related products, and (iii) the registered Copyrights listed on Annex J hereto for such Assignor and that, except as described on Annex J hereto, said Copyrights are all the United States Copyrights registered with the United States Copyright Office and applications to United States Copyrights that such Assignor owns as of the date hereof, and, in the case of any Pulitzer Assignor, except as set forth on Annex J none of such Copyrights has been licensed to any third party except in the ordinary course of publishing newspapers and related products. Each Assignor further warrants that it has received no third party claim that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any Patent or Copyright of any other Person or that such Assignor has misappropriated any Trade Secret or proprietary information, and has no knowledge of any threat of any such claim (including “cease and desist” letters and invitations to take a patent license), in each case, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Subject to the applicable Intercreditor Agreements, each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of all right, title and interest in each Patent or Copyright, and to record the same.

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Section 7.2 Licenses and Assignments. Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of or grant any license (other than any licenses granted in the ordinary course of business) to any right under any Patent or Copyright material to the operation of its business absent prior written approval of the Collateral Agent.

Section 7.3 Infringements. Each Assignor agrees, promptly upon learning of any infringement, misappropriation or other violation of any Patent, Copyright or Trade Secret owned by such Assignor, to furnish the Collateral Agent in writing with all pertinent information available to such Assignor with respect to any infringement, contributing infringement or active inducement to infringe or other violation of such Assignor’s rights in any Patent or Copyright or to any claim that the practice of any Patent or use of any Copyright violates any property right of a third party, or with respect to any misappropriation of any Trade Secret Right or any claim that practice of any Trade Secret Right violates any property right of a third party, in each case, in any manner which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Assignor further agrees, absent direction of the Collateral Agent to the contrary, to diligently prosecute, in accordance with its reasonable business judgment, any Person infringing any Patent or Copyright or any Person misappropriating any Trade Secret Right, in each case to the extent that such infringement or misappropriation, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 7.4 Maintenance of Patents or Copyrights. At its own expense, each Assignor shall make timely payment of all fees required to prosecute and maintain in force its rights under each Patent or Copyright material to the operation of its business, absent prior written consent of the Collateral Agent (other than with respect to Patents and Copyrights, or applications therefor, deemed by such Assignor in its reasonable business judgment to be no longer prudent to maintain and except as otherwise permitted by the Credit Agreement).

Section 7.5 Prosecution of Patent or Copyright Applications. At its own expense, each Assignor shall diligently prosecute all material applications for (i) United States Patents listed in Annex I hereto and (ii) Copyrights listed on Annex J hereto, in each case for such Assignor and shall not abandon any such application prior to exhaustion of all administrative and judicial remedies (other than applications that are deemed by such Assignor in its reasonable business judgment to no longer be necessary in the conduct of the Assignor’s business), absent written consent of the Collateral Agent.

Section 7.6 Other Patents and Copyrights. Within 45 days of the acquisition or issuance of a United States Patent or of filing of an application for a United States Patent, and within 30 days of registration of a Copyright or of filing of an application for a Copyright, the relevant Assignor shall deliver to the Collateral Agent a copy of said Copyright or Patent, or certificate or registration of, or application therefor, as the case may be, with a grant of a security interest as to such Patent or Copyright, as the case may be, to the Collateral Agent and at the expense of such Assignor, confirming the grant of a security interest, the form of such grant of a security interest to be substantially in the form of Annex L or M hereto, as appropriate, or in such other form as may be reasonably satisfactory to the Collateral Agent.

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Section 7.7 Remedies. If an Event of Default shall occur and be continuing, subject to the applicable Intercreditor Agreements, the Collateral Agent may, by written notice to the relevant Assignor, take any or all of the following actions: (i) declare the entire right, title, and interest of such Assignor in each of the Patents and Copyrights vested in the Collateral Agent for the benefit of the Secured Creditors, in which event such right, title, and interest shall immediately vest in the Collateral Agent for the benefit of the Secured Creditors, in which case the Collateral Agent shall be entitled to exercise the power of attorney referred to in Section 2.3 hereof to execute, cause to be acknowledged and notarized and to record said absolute assignment with the applicable agency; (ii) take and practice or sell the Patents and Copyrights; and (iii) direct such Assignor to refrain, in which event such Assignor shall refrain, from practicing the Patents and using the Copyrights directly or indirectly, and such Assignor shall execute such further documents as the Collateral Agent may reasonably request further to confirm this and to transfer ownership of the Patents and Copyrights to the Collateral Agent for the benefit of the Secured Creditors.

ARTICLE VIII

PROVISIONS CONCERNING ALL COLLATERAL

Section 8.1 Protection of Collateral Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair, in any material respect, the rights of the Collateral Agent in the Collateral. Each Assignor will at all times maintain insurance, at such Assignor’s own expense to the extent and in the manner provided in the Secured Debt Agreements. Except to the extent otherwise permitted to be retained by such Assignor or applied by such Assignor pursuant to the terms of the Secured Debt Agreements, the Collateral Agent shall, at the time any proceeds of such insurance are distributed to the Secured Creditors, apply such proceeds in accordance with Section 9.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.

Section 8.2 Warehouse Receipts Non-Negotiable. To the extent practicable, each Assignor agrees that if any warehouse receipt or receipt in the nature of a warehouse receipt is issued with respect to any of its Inventory, such Assignor shall request that such warehouse receipt or receipt in the nature thereof shall not be “negotiable” (as such term is used in Section 7-104 of the UCC as in effect in any relevant jurisdiction or under other relevant law).

Section 8.3 Additional Information. Each Assignor will, at its own expense, from time to time upon the reasonable request of the Collateral Agent, promptly (and in any event within 10 days after its receipt of the respective request) furnish to the Collateral Agent such information with respect to the Collateral (including the identity of the Collateral or such components thereof as may have been requested by the Collateral Agent, and the estimated value and location of such Collateral). Without limiting the foregoing, each Assignor agrees that it shall promptly (and in any event within 20 days after its receipt of the respective request) furnish to the Collateral Agent such updated Annexes hereto as may from time to time be reasonably requested by the Collateral Agent.

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Section 8.4 Further Actions. Each Assignor will, at its own expense and upon the reasonable request of the Collateral Agent, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such lists, descriptions and designations of its Collateral, warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, confirmatory assignments, conveyances, financing statements, transfer endorsements, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral and other property or rights covered by the security interest hereby granted, which the Collateral Agent deems reasonably appropriate or advisable to perfect, preserve or protect its security interest in the Collateral consistent with the provisions of this Agreement.

Section 8.5 Financing Statements. Each Assignor agrees to execute and deliver to the Collateral Agent such financing statements, in form reasonably acceptable to the Collateral Agent, as the Collateral Agent may from time to time reasonably request or as are reasonably necessary or desirable in the opinion of the Collateral Agent to establish and maintain a valid, enforceable, perfected security interest in the Collateral as provided herein and the other rights and security contemplated hereby. Each Assignor will pay any applicable filing fees, recordation taxes and related expenses relating to its Collateral. Each Assignor hereby authorizes the Collateral Agent to file any such financing statements without the signature of such Assignor where permitted by law (and such authorization includes describing the Collateral as “all assets” of such Assignor with further reference to those assets specifically excluded from the grant of the security interest contained in this Agreement).

ARTICLE IX

REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT

Section 9.1 Remedies; Obtaining the Collateral Upon Default. Subject to the terms of the applicable Intercreditor Agreements and Section 11 of the Credit Agreement, each Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions and may:

(i) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor;

(ii) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent and may exercise any and all remedies of such Assignor in respect of such Collateral;

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(iii) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depositary bank to the Cash Collateral Account;

(iv) sell, assign or otherwise liquidate any or all of the Collateral or any part thereof in accordance with Section 9.2 hereof, or direct such Assignor to sell, assign or otherwise liquidate any or all of the Collateral or any part thereof, and, in each case, take possession of the proceeds of any such sale or liquidation;

(v) take possession of the Collateral or any part thereof, by directing such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event such Assignor shall at its own expense:

(x) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent;

(y) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 9.2 hereof; and

(z) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition;

(vi) license or sublicense, whether on an exclusive or nonexclusive basis, any Intellectual Property included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine;

(vii) apply any monies constituting Collateral or proceeds thereof in accordance with the provisions of Section 9.4;

(viii) accelerate any Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Note (including, without limitation, to make any demand for payment thereon);

(ix) transfer all or any part of the Collateral into the Collateral Agent’s name or the name of its nominee or nominees;

(x) vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Collateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Assignor hereby irrevocably constituting and appointing the Collateral Agent the proxy and attorney-in-fact of such Assignor, with full power of substation to do so); and

(xi) take any other action as specified in clauses (1) through (5), inclusive, of Section 9-607 of the UCC;

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it being understood that each Assignor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. By accepting the benefits of this Agreement and each other Security Document, the Secured Creditors expressly acknowledge and agree that this Agreement and each other Security Document may be enforced only by the action of the Collateral Agent acting upon the instructions of the Required Secured Creditors and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of the Secured Creditors upon the terms of this Agreement and the other Security Documents.

Section 9.2 Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such sale, lease or other disposition may be effected by means of a public disposition or private disposition, effected in accordance with the applicable requirements (in each case if and to the extent applicable) of Sections 9-610 through 9-613 of the UCC and/or such other mandatory requirements of applicable law as may apply to the respective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the disposition, and such disposition may be made at any time or place to which the disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for disposition in accordance with this Section 9.2 without accountability to the relevant Assignor. If, under applicable law, the Collateral Agent shall be permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be required by such applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition or dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor’s expense.

Section 9.3 Waiver of Claims. Except as otherwise provided in this Agreement, EACH ASSIGNOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL

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AGENT’S TAKING POSSESSION OR THE COLLATERAL AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES, and each Assignor hereby further waives, to the extent permitted by law:

(i) all damages occasioned by such taking of possession or any such disposition except any damages which are the direct result of the Collateral Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision);

(ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and

(iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof, and each Assignor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws.

Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the relevant Assignor therein and thereto, and shall be a perpetual bar both at law and in equity against such Assignor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through and under such Assignor.

Section 9.4 Application of Proceeds. (a) Subject to the terms of the applicable Intercreditor Agreements, all moneys collected by the Collateral Agent (or, to the extent any Mortgage or any other Security Document requires proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, the Collateral Agent or other agent under such other Security Document) upon any sale or other disposition of the Collateral, together with all other moneys received by the Collateral Agent hereunder, shall be applied as provided in the applicable Intercreditor Agreements. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

(b) Each of the Secured Creditors, by their acceptance of the benefits hereof and of the other Security Documents, agrees and acknowledges that if the Lender Creditors receive a distribution on account of undrawn amounts with respect to Letters of Credit issued under the Credit Agreement (which shall only occur after all outstanding Revolving Loans under the Credit Agreement and Unpaid Drawings have been paid in full), such amounts shall be paid to the Administrative Agent under the Credit Agreement and held by it, for the equal and ratable benefit of the Lender Creditors, as cash security for the repayment of Obligations owing to the Lender Creditors as such. If any amounts are held as cash security pursuant to the immediately preceding sentence, then upon the termination of all outstanding Letters of Credit under the Credit Agreement, and after the application of all such cash security to the repayment of all

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Obligations owing to the Lender Creditors after giving effect to the termination of all such Letters of Credit, if there remains any excess cash, such excess cash shall be returned by the Administrative Agent to the Collateral Agent for distribution in accordance with Section 9.4(a) hereof.

(c) All payments required to be made hereunder shall be made (x) if to the Lender Creditors, to the Administrative Agent for the account of the Lender Creditors and (y) if to the Other Creditors, to the trustee, paying agent or other similar representative (each, a “Representative”) for the Other Creditors or, in the absence of such a Representative, directly to the Other Creditors.

(d) For purposes of applying payments received in accordance with this Section 9.4, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent and (ii) the Representative or, in the absence of such a Representative, upon the Other Creditors for a determination (which the Administrative Agent, each Representative and the Other Creditors agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding Primary Obligations and Secondary Obligations owed to the Lender Creditors or the Other Creditors, as the case may be. Unless it has received written notice from a Lender Creditor or an Other Creditor to the contrary, the Administrative Agent and each Representative, in furnishing information pursuant to the preceding sentence, and the Collateral Agent, in acting hereunder, shall be entitled to assume that no Secondary Obligations are outstanding. Unless it has written notice from an Other Creditor to the contrary, the Collateral Agent, in acting hereunder, shall be entitled to assume that no Secured Cash Management Services Agreements or Secured Hedging Agreements are in existence.

(e) It is understood that the Assignors shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Obligations.

Section 9.5 Remedies Cumulative. Each and every right, power and remedy hereby specifically given to the Collateral Agent shall be in addition to every other right, power and remedy specifically given to the Collateral Agent under this Agreement, the other Secured Debt Agreements or now or hereafter existing at law, in equity or by statute and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously and as often and in such order as may be deemed expedient by the Collateral Agent. All such rights, powers and remedies shall be cumulative and the exercise or the beginning of the exercise of one shall not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Collateral Agent in the exercise of any such right, power or remedy and no renewal or extension of any of the Obligations shall impair any such right, power or remedy or shall be construed to be a waiver of any Default or Event of Default or an acquiescence thereof. No notice to or demand on any Assignor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Collateral Agent to any other or further action in any circumstances without notice or demand. In the event that the Collateral Agent shall bring any suit to enforce any of its rights hereunder and shall be entitled to judgment, then in such suit the Collateral Agent may recover reasonable expenses, including reasonable attorneys’ fees, and the amounts thereof shall be included in such judgment.

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Section 9.6 Discontinuance of Proceedings. In case the Collateral Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case the relevant Assignor, the Collateral Agent and each holder of any of the Obligations shall be restored to their former positions and rights hereunder with respect to the Collateral subject to the security interest created under this Agreement, and all rights, remedies and powers of the Collateral Agent shall continue as if no such proceeding had been instituted.

ARTICLE X

INDEMNITY

Section 10.1 Indemnity. (a) Each Assignor jointly and severally agrees to indemnify, reimburse and hold the Collateral Agent, each other Secured Creditor and their respective successors, assigns, employees, affiliates and agents (hereinafter in this Section 10.1 referred to individually as “Indemnitee”, and collectively as “Indemnitees”) harmless from any and all liabilities, obligations, damages, injuries, penalties, claims, demands, actions, suits, judgments and any and all costs, expenses or disbursements (including reasonable attorneys’ fees and expenses) (for the purposes of this Section 10.1 the foregoing are collectively called “expenses”) of whatsoever kind and nature imposed on, asserted against or incurred by any of the Indemnitees in any way relating to or arising out of this Agreement, any other Secured Debt Agreement or any other document executed in connection herewith or therewith or in any other way connected with the administration of the transactions contemplated hereby or thereby or the enforcement of any of the terms of, or the preservation of any rights under any thereof, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, return or other disposition or use of the Collateral by any Assignor or any of their respective Affiliates (including, without limitation, latent or other defects, whether or not discoverable), the violation of the laws of any country, state or other governmental body or unit by any Assignor or any of their respective Affiliates, any tort (including, without limitation, claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) arising from any of the foregoing, or contract claim arising from any of the foregoing; provided that no Indemnitee shall be indemnified pursuant to this Section 10.1(a) for losses, damages or liabilities to the extent caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision). Each Assignor agrees that upon written notice by any Indemnitee of the assertion of such a liability, obligation, damage, injury, penalty, claim, demand, action, suit or judgment, the relevant Assignor shall assume full responsibility for the defense thereof. Each Indemnitee agrees to use its best efforts to promptly notify the relevant Assignor of any such assertion of which such Indemnitee has knowledge.

(b) Without limiting the application of Section 10.1(a) hereof, each Assignor agrees, jointly and severally, to pay or reimburse the Collateral Agent for any and all reasonable fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation or protection of the Collateral Agent’s Liens on, and security interest in, the Collateral, including, without limitation, all fees and taxes in connection with the recording or

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filing of instruments and documents in public offices, payment or discharge of any taxes or Liens upon or in respect of the Collateral, premiums for insurance with respect to the Collateral and all other fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and the Collateral Agent’s interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral.

(c) Without limiting the application of Section 10.1(a) or (b) hereof, each Assignor agrees, jointly and severally, to pay, indemnify and hold each Indemnitee harmless from and against any loss, costs, damages and expenses which such Indemnitee may suffer, expend or incur in consequence of or growing out of any misrepresentation by any Assignor in this Agreement, any other Secured Debt Agreement or in any writing contemplated by or made or delivered pursuant to or in connection with this Agreement or any other Secured Debt Agreement.

(d) If and to the extent that the obligations of any Assignor under this Section 10.1 are unenforceable for any reason, such Assignor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

Section 10.2 Indemnity Obligations Secured by Collateral; Survival. Any amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute Obligations secured by the Collateral. The indemnity obligations of each Assignor contained in this Article X shall continue in full force and effect notwithstanding the discharge thereof and the occurrence of the Satisfaction Date of the Obligations and the Termination Date.

ARTICLE XI

DEFINITIONS

The following terms shall have the meanings herein specified. Such definitions shall be equally applicable to the singular and plural forms of the terms defined.

“Administrative Agent” shall have the meaning provided in the recitals of this Agreement.

“Agreement” shall mean this First Lien Guarantee and Collateral Agreement, as the same may be amended, modified, restated and/or supplemented from time to time in accordance with its terms.

“Assignor” shall have the meaning provided in the first paragraph of this Agreement.

“Borrower” shall have the meaning provided in the recitals of this Agreement.

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“Cash Collateral Account” shall mean a non-interest bearing cash collateral account maintained with, and in the sole dominion and control of, the Collateral Agent for the benefit of the Secured Creditors.

“Cash Management Services Agreement” shall mean, in respect of any Person, any agreement for Cash Management Services entered into by such Person.

“Collateral” shall have the meaning provided in Section 2.1(a) of this Agreement.

“Collateral Agent” shall have the meaning provided in the first paragraph of this Agreement.

“Contract Rights” shall mean all rights of any Assignor under each Contract, including, without limitation, (i) any and all rights to receive and demand payments under any or all Contracts, (ii) any and all rights to receive and compel performance under any or all Contracts and (iii) any and all other rights, interests and claims now existing or in the future arising in connection with any or all Contracts.

“Contracts” shall mean all contracts between any Assignor and one or more additional parties (including, without limitation, any Cash Management Services Agreement, any Interest Rate Agreements, Other Hedging Agreements, licensing agreements and any partnership agreements, joint venture agreements and limited liability company agreements).

“Copyrights” shall mean any United States or foreign copyright or copyrighted work now or hereafter owned by any Assignor, including any registrations of any copyrights in the United States Copyright Office or any foreign equivalent office, as well as any application for a copyright registration now or hereafter made with the United States Copyright Office or any foreign equivalent office by any Assignor.

“Credit Agreement” shall have the meaning provided in the recitals of this Agreement.

“Credit Document Obligations” shall have the meaning provided in the definition of “Obligations” in this Article XI.

“Domestic Corporation” shall have the meaning set forth in the definition of “Stock.”

“Domain Names” shall mean all Internet domain names and associated URL addresses in or to which any Assignor now or hereafter has any right, title or interest.

“Event of Default” shall mean any Event of Default under, and as defined in, the Credit Agreement and shall in any event include, without limitation, any payment default on any of the Obligations after the expiration of any applicable grace period.

“Excluded Accounts” shall mean the deposit, securities and commodities accounts (a) which are used for the purpose of making payroll and withholding tax payments related thereto and other employee wage, fee and benefit payments and accrued and unpaid employee

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compensation (including salaries, wages, benefits and expense reimbursements), (b) which are used for paying taxes, including sales taxes, (c) which are used as escrow accounts or as fiduciary or trust accounts or (d) which, individually or in the aggregate, have an average daily balance for any fiscal month of less than $3.0 million.

“Excluded Capital Stock” shall mean, (a) in the case of any pledge of Capital Stock of any Foreign Subsidiary or any FSHCO, any Capital Stock that is voting Capital Stock of such Subsidiary in excess of 65% of the outstanding voting Capital Stock, (b) the Capital Stock of any Subsidiary of a Foreign Subsidiary, (c) in the case of Capital Stock in any partnership, joint venture or Subsidiary that is not a Wholly Owned Subsidiary, any Capital Stock of such Person to the extent any organizational document or contractual obligation prohibits, or would be breached by, such a pledge, (d) any Capital Stock the pledge of which would require the consent, approval, license or authorization of any governmental authority or is otherwise not permitted by applicable law, (e) any Capital Stock that constitutes margin stock, and (f) any Capital Stock in (i) any captive insurance Subsidiary, (ii) Lee Foundation and any other not-for-profit Subsidiary, (iii) any Subsidiary that is a special purpose vehicle for securitization financings and (iv) any Unrestricted Subsidiary.

“Excluded Property” shall mean all ownership interests in (a) (i) Lee Enterprises, Incorporated Retirement Account Plan and related trust, (ii) Lee Enterprises, Incorporated Outside Directors Deferral Plan (effective January 1, 2005), (iii) Lee Enterprises, Incorporated Supplementary Benefit Plan and Trust for Non-Qualified Deferred Compensation Benefit Plans of Lee Enterprises (dated January 1, 2006), (iv) Lee Enterprises, Incorporated 1977 Employee Stock Purchase Plan (amended May 17, 2008), (v) Lee Enterprises, Incorporated Supplemental Employee Stock Purchase Plan (amended February 20, 2007) and (vi) any other present or future retirement plan, deferred compensation plan, equity incentive plan, employee stock option plan, employee stock ownership plan or other benefit or compensation plan and any related trusts (each as amended modified, restated and/or supplemented from time to time), in each case so long as such plans are solely for the benefit of officers, directors, consultants and/or employees of the Borrower or any Subsidiary of the Borrower or any of their respective assigns, estates, heirs, family members, spouses, former spouses, domestic partners or former domestic partners, (b) any Capital Stock held by the Borrower or any Subsidiary in MNI or Capital Times (each a “Specified Entity”) so long as, in each case as to any Specified Entity, such Specified Entity is not a Subsidiary of the Borrower, (c) Excluded Capital Stock, (d) Excluded Accounts, (e) motor vehicles and other assets subject to certificates of title, letter of credit rights (except to the extent perfection can be accomplished through the filing of UCC-1 financing statements), and commercial tort claims with a value of less than $500,000, (f) assets to the extent the pledge of which, or the granting a security interest in, are prohibited by applicable law, rule or regulation (including the requirement to obtain consent of any governmental authority) and all assets of Lee Foundation, (g) any lease, license or other agreement or any property or assets subject to a purchase money security interest (or the Lien thereon) or similar arrangement to the extent that a grant of a security interest therein (or the Lien thereon), or pledge thereof, would violate or invalidate such lease, license or agreement or purchase money security interest or similar arrangement or give rise to a right of termination, right of first refusal, right of first offer or other purchase right in favor of, or require the consent of, any other party after giving effect to the applicable anti-assignment provisions of the New York UCC, other than the proceeds and receivables thereof, the assignment of which is expressly deemed effective under the New York

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UCC notwithstanding such prohibition, (h) property and assets as to which the cost or burden of obtaining such a security interest (or Lien) or pledge or perfection thereof are excessive in relation to the benefit of the holders of the security to be afforded thereby, as determined in Good Faith by the Borrower; provided that such property or assets are not pledged as security in favor of any obligations under any Debt Facility, (i) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in, or pledges of, such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the New York UCC, (j) any leasehold real property, (k) any Excluded TNI Assets, and (l) with respect to any “intent-to-use” application for any trademark or service mark registration filed in the United States Patent and Trademark Office pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, the security interest of the Collateral Agent shall not attach to the extent the inclusion in the Collateral would violate such section, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed.

“Excluded TNI Assets” shall mean all real and personal property of STAR Publishing Company (or any successor thereto) which is leased to, or used in the operations or business of, TNI Partners and all proceeds of any of the foregoing. For the avoidance of doubt, “Excluded TNI Assets” shall not include any equity interests in TNI Partners.

“First Priority Representative” shall have the meaning given to such term in the Pulitzer Junior Intercreditor Agreement.

“Foreign Corporation” shall have the meaning set forth in the definition of “Stock.”

“FSHCO” shall mean any Domestic Subsidiary that has no material assets other than Capital Stock in one or more direct or indirect Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the the Internal Revenue Code of 1986, as amended.

“Guarantee” shall mean the guarantees of the Guaranteed Obligations provided in Article I of this Agreement.

“Guaranteed Obligations” shall mean, as to any Guarantor, the collective reference to the Credit Document Obligations and the Other Obligations, in each case of the Borrower and the other Guarantors; provided that, for purposes of determining any Guaranteed Obligations of any Guarantor under this Agreement, the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor.

“Guaranteed Party” shall mean the Borrower and each other Assignor party to any Secured Cash Management Services Agreement or Secured Hedging Agreement.

“Guarantor” shall mean each Assignor other than the Borrower.

“Indemnitee” shall have the meaning provided in Section 10.1(a) of this Agreement.

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“Instrument” shall have the meaning provided in Article 9 of the New York UCC.

“Intellectual Property” shall mean all worldwide intellectual property and proprietary rights, including Copyrights, Domain Names, Marks, Patents, Software and Trade Secrets.

“Intercreditor Agreement” shall mean any intercreditor agreement, subordination agreement or similar intercreditor arrangement with respect to which the Collateral Agent is a party, whether or not entered into as of the date hereof or after the date hereof, including but not limited to any Intercreditor Agreement (as defined in the Credit Agreement).

“Investment Property” shall mean, collectively, all (i) “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC, and whether or not constituting “investment property” as so defined, all Pledged Stock.

“Joint Venture Investment Property” shall mean all Limited Liability Company Interests, Partnership Interests and Stock.

“Lender Creditors” shall have the meaning provided in the recitals of this Agreement.

“Lenders” shall have the meaning provided in the recitals of this Agreement.

“Limited Liability Company Interest” shall mean the entire limited liability company membership interest at any time owned by any Assignor in any limited liability company.

“Location” of any Assignor, shall mean such Assignor’s “location” as determined pursuant to Section 9-307 of the UCC.

“Marks” shall mean all right, title and interest in and to any trademarks, service marks, trade names, corporate names, logos and other indicia of source or origin, including trademark rights in Domain Names, now held or hereafter acquired by any Assignor, including any registration or application for registration of any of the foregoing now held or hereafter acquired by any Assignor, which are registered or filed in the United States Patent and Trademark Office or the equivalent thereof in any state of the United States or any equivalent foreign office or agency, as well as any unregistered trademarks and service marks used by an Assignor and any trade dress including logos, designs, fictitious business names and other business identifiers used by any Assignor, together with the right to all renewals of the foregoing, the goodwill of the business of such Assignor symbolized by the foregoing and all causes of action arising prior to or after the date hereof for infringement of any of the foregoing or unfair competition regarding the same.

“New York UCC” shall mean the UCC in the State of New York, as in effect from time to time.

“Notes” shall mean (x) all intercompany notes at any time issued to each Assignor and (y) all other promissory notes from time to time issued to, or held by, each Assignor.

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“Obligations” shall mean and include, as to any Assignor, all of the following:

(i) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Assignor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding), reimbursement obligations under Letters of Credit, fees, costs and indemnities) of such Assignor to the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, each Credit Document to which such Assignor is a party (including, without limitation, in the event such Assignor is a Guarantor, all such obligations, liabilities and indebtedness of such Assignor under the Guarantee) and the due performance and compliance by such Assignor with all of the terms, conditions and agreements contained in each such Credit Document (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Cash Management Services Agreements and Secured Hedging Agreements, being herein collectively called the “Credit Document Obligations”); and

(ii) the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Assignor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Assignor to the Other Creditors, now existing or hereafter incurred under, arising out of or in connection with any (x) Secured Cash Management Services Agreement and (y) Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, without limitation, in the case of an Assignor that is a Guarantor, all obligations, liabilities and indebtedness of such Assignor under its Guarantee in respect of the Secured Cash Management Services Agreements and the Secured Hedging Agreements), and the due performance and compliance by such Assignor with all of the terms, conditions and agreements contained in each such Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii)(x) and (y) (including, without limitation, in the case of an Assignor that is a Guarantor, all obligations, liabilities and indebtedness of such Assignor under its Guarantee in respect of the Secured Cash Management Services Agreements and the Secured Hedging Agreements), being herein collectively called the “Other Obligations”);

it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.

“Other Creditors” shall have the meaning provided in the recitals of this Agreement.

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“Other Obligations” shall have the meaning provided in the definition of “Obligations” in this Article IX.

“Partnership Interest” shall mean the entire general partnership interest or limited partnership interest at any time owned by any Assignor in any general partnership or limited partnership.

“Patents” shall mean any patent in or to which any Assignor now or hereafter has any right, title or interest therein, and any divisionals, continuations (including, but not limited to, continuations-in-parts), reissues, reexaminations and improvements thereof, as well as any application for a patent now or hereafter made by any Assignor, together with all causes of action arising prior to or after the date hereof for infringement of any of the foregoing.

“Permits” shall mean, to the extent permitted to be assigned by the terms thereof or by applicable law, all licenses, permits, rights, orders, variances, franchises or authorizations of or from any governmental authority or agency.

“Pledged Collateral” shall mean the Pledged Stock and Notes.

“Pledged Stock” shall mean with respect to each Assignor, (i) all Stock owned or held by such Assignor from time to time and all options and warrants owned or held by such Assignor from time to time and all options and warrants owned by such Assignor from time to time to purchase Stock; (ii) all Limited Liability Company Interests and all Partnership Interests (collectively, “Pledged Interests”) owned by such Assignor from time to time and all of its right, title and interest in each limited liability company and partnership to which each such Pledged Interest relates, respectively, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Pledged Interests and applicable law; (a) all its capital therein and its interest in all profits, income, surpluses, losses, limited liability company assets, partnership assets and other distributions to which such Assignor shall at any time be entitled in respect of such Pledged Interests; (b) all other payments due or to become due to such Assignor in respect of Pledged Interests, whether under any limited liability company or partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (c) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company, operating or partnership agreement, or at law or otherwise in respect of such Pledged Interests; (d) all present and future claims, if any, of such Assignor against any such limited liability company or partnership for monies loaned or advanced, for services rendered or otherwise; (e) all of such Assignor’s rights under any limited liability company, operating or partnership agreement, or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Assignor relating to such Pledged Interests, including any power to terminate, cancel or modify any such limited liability company, operating or partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Assignor in respect of such Pledged Interests and any such limited liability company or partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any limited liability

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company or partnership asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (iii) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof.

“Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, premium, fees and interest on, all Loans, all Unpaid Drawings, the Stated Amount of all outstanding Letters of Credit and all Fees and (ii) in the case of the Other Obligations, all amounts due under each (x) Secured Cash Management Services Agreement and (y) Secured Hedging Agreement, other than, in each case, indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities.

“Pulitzer Assignor” shall mean any Assignor that is a Pulitzer Entity.

“Representative” shall have the meaning provided in Section 9.4(c)of this Agreement.

“Required Secured Creditors” shall mean (i) at any time prior to the Satisfaction Date of the Credit Document Obligations, the Required Lenders (or, to the extent provided in Section 13.12 of the Credit Agreement, each of the Lenders) and (ii) at any time after the occurrence of the Satisfaction Date of the Credit Document Obligations, the holders of a majority of the Other Obligations.

“Satisfaction” shall mean, (a) as to the Credit Document Obligations, (i) payment in full thereof in cash (or, in the case of Letters of Credit, such Letters of Credit are replaced, cash collateralized or made subject to backstop letters of credit pursuant to documentation acceptable to the Collateral Agent and the applicable Issuing Lenders), (ii) termination of all Commitments under the Credit Agreement and (iii) no further Commitments, Loans, Letters of Credit or any other extensions of credit may be provided under the Credit Agreement and (b) as to the Obligations or Guaranteed Obligations, (i) payment in full thereof in cash (or, (x) in the case of Letters of Credit, such Letters of Credit are replaced, cash collateralized or made subject to backstop letters of credit pursuant to documentation acceptable to the Collateral Agent and the applicable Issuing Lenders and (y) in the case of Secured Cash Management Agreements and Secured Hedging Agreements, termination thereof or completion of other arrangements in respect thereof satisfactory to the Secured Creditor counterparty thereto), (ii) termination of all Commitments under the Credit Agreement and (iii) no further Commitments, Loans, Letters of Credit or any other extensions of credit may be provided under the Credit Agreement.

“Satisfaction Date” shall mean as to the Credit Document Obligations, the Obligations or the Guaranteed Obligations, the date of the Satisfaction of such Credit Document Obligations, Obligations or Guaranteed Obligations, as the case may be.

“Secondary Obligations” shall mean all Obligations other than Primary Obligations.

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“Secured Cash Management Services Agreement” shall have the meaning provided in the recitals to this Agreement.

“Secured Creditors” shall have the meaning provided in the recitals of this Agreement.

“Secured Debt Agreements” shall mean and include this Agreement, each other Credit Document, each Secured Cash Management Services Agreement and each Secured Hedging Agreement.

“Secured Hedging Agreement” shall have the meaning provided in the recitals to this Agreement.

“Software” shall mean all right, title or interest in and to software, code, applications, websites, systems databases and all software licensing rights now held or hereafter acquired by any Assignor.

“Specified Entity” shall have the meaning provided in the definition of “Excluded Property” contained herein.

“Stock” shall mean (x) with respect to corporations incorporated under the laws of the United States or any State thereof or the District of Columbia (each, a “Domestic Corporation”), all of the issued and outstanding shares of stock owned by any Assignor of any Domestic Corporation and (y) with respect to corporations not Domestic Corporations (each, a “Foreign Corporation”), all of the issued and outstanding shares of capital stock owned at any time by any Assignor of any Foreign Corporation that is a Subsidiary of such Assignor.

“Termination Date” shall have the meaning provided in Section 12.8(a) of this Agreement.

“Trade Secrets” shall mean any trade secrets, confidential information, production procedures, all writing, plans, specifications and schematics, engineering drawings, customer lists, goodwill, other know-how and all data of any kind or nature, regardless of the medium of recording, relating to the design manufacture, assembly, installation, use, operation, marketing, sale and/or servicing of any products or business of an Assignor worldwide whether or not in a written, tangible or physical medium.

“Trade Secret Rights” shall mean the rights of an Assignor in any Trade Secret it holds.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.

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ARTICLE XII

MISCELLANEOUS

Section 12.1 Notices. Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be sent or delivered by mail, facsimile, electronic mail or overnight courier service and all such notices and communications shall, when sent by mail, facsimile, electronic mail or courier, be effective when deposited in the mail, sent by facsimile or electronic mail or delivered to the overnight courier, as the case may be, except that notices and communications to the Collateral Agent or any Assignor shall not be effective until received by the Collateral Agent or such Assignor, as the case may be. All notices and other communications shall be in writing and addressed as follows:

(a) if to any Assignor, c/o:

Lee Enterprises, Incorporated

201 N. Harrison Street, Suite 600

Davenport, IA 52801

Attention: Vice President, Chief Financial Officer and Treasurer

Facsimile No.: (563) 327-2600

Email: carl.schmidt@lee.net

With a copy to:

Lane & Waterman LLP

220 N. Main Street, Suite 600

Davenport, IA, 52801

Attention: C. D. Waterman III

Facsimile No.: 563-324-1616

Email: dwaterman@l-wlaw.com

(b) if to the Collateral Agent, at:

JPMorgan Chase Bank, N.A.

500 Stanton Christiana Road, Ops 2 Floor 3

Newark, DE 19713

Attention: Dimple Patel

Telephone No.: 302-634-4154

Facsimile No.: 302-634-3301

Email: dimple.x.patel@jpmorgan.com

With copies to:

JPMorgan Chase Bank, N.A.

500 Stanton Christiana Road, Ops 2 Floor 3

Newark, DE 19713

Attention: Neer Reibenbach

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Telephone No.: 302-634-1678

Facsimile No.: 302-634-3301

Email: neer.reibenbach@jpmorgan.com

JPMorgan Chase Bank, N.A.

383 Madison Avenue, 24th Floor

New York, NY 10179

Attention: Timothy Lee

Telephone No.: 212-270-2282

Facsimile No.: 212-270-5100

Email: timothy.d.lee@jpmorgan.com

(c) if to any Lender Creditor (other than the Collateral Agent), at such address as such Lender Creditor shall have specified in the Credit Agreement;

(d) if to any Other Creditor, at such address as such Other Creditor shall have specified in writing to each Assignor and the Collateral Agent;

or at such other address or addressed to such other individual as shall have been furnished in writing by any Person described above to the party required to give notice hereunder.

Section 12.2 Waiver; Amendment. Except as provided in Sections 12.8 and 12.12 hereof, none of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by each Assignor directly affected thereby (it being understood that the addition or release of any Assignor hereunder shall not constitute a change, waiver, discharge or termination affecting any Assignor other than the Assignor so added or released) and the Collateral Agent (with the written consent of the Required Secured Creditors).

Section 12.3 Obligations Absolute. The obligations of each Assignor hereunder shall remain in full force and effect without regard to, and shall not be impaired by, (a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of such Assignor; (b) any exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in respect of this Agreement or any other Secured Debt Agreement; or (c) any amendment to or modification of any Secured Debt Agreement or any security for any of the Obligations; whether or not such Assignor shall have notice or knowledge of any of the foregoing.

Section 12.4 Successors and Assigns. This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect, subject to release and/or termination as set forth in Section 12.8 hereof, (ii) be binding upon each Assignor, its successors and assigns; provided, however, that no Assignor shall assign any of its rights or obligations hereunder without the prior written consent of the Collateral Agent (with the prior written consent of the Required Secured Creditors), and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent, the other Secured Creditors and their respective successors, transferees and assigns. All agreements, statements, representations and warranties made by each Assignor herein or in any certificate or

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other instrument delivered by such Assignor or on its behalf under this Agreement shall be considered to have been relied upon by the Secured Creditors and shall survive the execution and delivery of this Agreement and the other Secured Debt Agreements regardless of any investigation made by the Secured Creditors or on their behalf.

Section 12.5 Headings Descriptive. The headings of the several sections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 12.6 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH ASSIGNOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH ASSIGNOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK JURISDICTION OVER SUCH ASSIGNOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS JURISDICTION OVER SUCH ASSIGNOR. EACH ASSIGNOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY SUCH ASSIGNOR AT ITS ADDRESS FOR NOTICES AS PROVIDED IN SECTION 10.1 ABOVE, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE COLLATERAL AGENT UNDER THIS AGREEMENT, OR ANY SECURED CREDITOR, TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY ASSIGNOR IN ANY OTHER JURISDICTION.

(b) EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY

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SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 12.7 Assignor’s Duties. It is expressly agreed, anything herein contained to the contrary notwithstanding, that each Assignor shall remain liable to perform all of the obligations, if any, assumed by it with respect to the Collateral and the Collateral Agent shall not have any obligations or liabilities with respect to any Collateral by reason of or arising out of this Agreement, nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any of the obligations of any Assignor under or with respect to any Collateral.

Section 12.8 Termination; Release. (a) After the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section 10.1 hereof, shall survive such termination) and the Collateral Agent, at the request and expense of the respective Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments (including UCC termination statements on form UCC-3) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. As used in this Agreement, “Termination Date” shall mean the Satisfaction Date of the Obligations and the Guaranteed Obligations.

(b) In the event that any part of the Collateral is (x) sold, transferred or otherwise disposed of (to a Person other than a Credit Party) in a transaction not prohibited by the Secured Debt Agreements at the time of such sale, transfer or disposition, (y) is owned or at any time acquired by a Guarantor that has been released from the Guarantee pursuant to the Credit Documents (including in connection with the designation of such Guarantor as an Unrestricted Subsidiary) or (z) released at the direction of the Required Secured Lenders in accordance with the Secured Debt Agreements, the security interest created hereby with respect to such part of the Collateral shall automatically be released and the Collateral Agent, at the reasonable request and expense of such Assignor, will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith and assign, transfer and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or otherwise disposed of, or released, and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this Agreement. The proceeds of such sale, transfer or other disposition shall be applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreements to the extent required to be so applied. Furthermore, upon the release of any Guarantor from the Guarantee in accordance with the provisions thereof, such Assignor (and the Collateral at such time assigned by the respective Assignor pursuant hereto) shall be released from this Agreement.

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(c) At any time that an Assignor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 12.8(a) or (b), such Assignor shall deliver to the Collateral Agent a certificate signed by a principal executive officer of such Assignor stating that the release of the respective Collateral is permitted pursuant to such Section 12.8(a) or (b). At any time that the Borrower or the respective Assignor desires that a Subsidiary of the Borrower which has been released from the Guarantee be released hereunder as provided in the last sentence of Section 12.8(b) hereof, it shall deliver to the Collateral Agent a certificate signed by a principal executive officer of the Borrower and the respective Assignor stating that the release of the respective Assignor (and its Collateral) is permitted pursuant to such Section 12.8(b). If reasonably requested by the Collateral Agent (although the Collateral Agent shall have no obligation to make such request), the relevant Assignor shall furnish appropriate legal opinions (from counsel, reasonably acceptable to the Collateral Agent) to the effect set forth in this Section 12.8(c).

(d) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Section 12.8.

Section 12.9 Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart to this Agreement by facsimile transmission or other electronic transmission (including “.pdf” or “.tif” format) shall be effective as a manually signed counterpart of this Agreement. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Collateral Agent.

Section 12.10 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 12.11 The Collateral Agent and the other Secured Creditors. The Collateral Agent will hold in accordance with this Agreement (and subject to the applicable Intercreditor Agreements) all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed that the obligations of the Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement and in Section 12 of the Credit Agreement. The Collateral Agent shall act hereunder on the terms and conditions set forth herein and in Section 12 of the Credit Agreement.

Section 12.12 Additional Assignors. It is understood and agreed that any party that desires to become an Assignor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Credit Document, shall (i) become an Assignor hereunder by (x) executing a counterpart hereof and delivering same to the Collateral Agent or by executing a joinder agreement and delivering same to the Collateral Agent, in each case as may be requested by (and in form and

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substance satisfactory to) the Collateral Agent, (y) delivering supplements to Annexes A through F, inclusive, G through J, inclusive, and N through Q, inclusive, hereto as are necessary to cause such Annexes to be complete and accurate with respect to such additional Assignor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such Assignor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and (ii) be deemed to have made the representations and warranties made by the Assignors in this Agreement; provided that any such representations and warranties that relate to the date of this Agreement shall be deemed to relate to the date such additional Assignor becomes an Assignor hereunder.

Section 12.13 Set Off. In addition to any rights now or hereafter granted under applicable law (including, without limitation, Section 151 of the New York Debtor and Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default (such term to mean and include any “Event of Default” as defined in the Credit Agreement and any payment default under any Secured Cash Management Services Agreement or Secured Hedging Agreement continuing after any applicable grace period), each Secured Creditor is hereby authorized, at any time or from time to time, without notice to any Guarantor or to any other Person, any such notice being expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Secured Creditor to or for the credit or the account of such Guarantor, against and on account of the obligations and liabilities of such Guarantor to such Secured Creditor under the Guarantee, irrespective of whether or not such Secured Creditor shall have made any demand hereunder and although said obligations, liabilities, deposits or claims, or any of them, shall be contingent or unmatured; provided that no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. Each Secured Creditor (by its acceptance of the benefits hereof) acknowledges and agrees that the provisions of this Section 12.13 are subject to the sharing provisions set forth in Section 13.06 of the Credit Agreement and the applicable Intercreditor Agreements.

Section 12.14 Intercreditor Agreements. Notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Collateral Agent hereunder shall be subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any applicable Intercreditor Agreement and this Agreement, the terms of the applicable Intercreditor Agreement shall govern and control.

[Remainder of this page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written.

LEE ENTERPRISES, INCORPORATED, as an Assignor
By:	/s Carl G. Schmidt
	Name: Carl G. Schmidt
	Title:   Vice President, Chief Financial Officer             & Treasurer
ACCUDATA, INC. JOURNAL-STAR PRINTING CO. K. FALLS BASIN PUBLISHING, INC. LEE CONSOLIDATED HOLDINGS CO. LEE PUBLICATIONS, INC. LEE PROCUREMENT SOLUTIONS CO. SIOUX CITY NEWSPAPERS, INC., each as an Assignor
By:	/s/ C. D. Waterman III
	Name: C. D. Waterman III
	Title:   Secretary
INN PARTNERS, L.C., as an Assignor
By:	ACCUDATA, INC., Managing Member
By:	/s/ C. D. Waterman III
	Name: C. D. Waterman III
	Title:   Secretary

Signature Page to First Lien Guarantee and Collateral Agreement

Accepted and Agreed to:
JPMORGAN CHASE BANK, N.A.,     as Collateral Agent
By:	/s/ Peter B. Thauer
	Name: Peter B. Thauer
	Title:   Managing Director

Signature Page to First Lien Guarantee and Collateral Agreement

ANNEX A

SCHEDULE OF CHIEF EXECUTIVE OFFICES

Name of Assignor	Address(es) of Chief Executive Office
Lee Enterprises, Incorporated	201 N. Harrison St. Ste. 600
	Davenport, IA 52801
Journal-Star Printing Co.	926 P Street
	Lincoln, NE 68501
Accudata, Inc.	201 N. Harrison St. Ste. 600
	Davenport, IA 52801
INN Partners, L.C.	1510 47th Ave.
	Moline, IL 61265
K. Falls Basin Publishing, Inc.	201 N. Harrison St. Ste. 600
	Davenport, IA 52801
Lee Consolidated Holdings Co.	507 Main Street
	Rapid City, SD 57709
Lee Publications, Inc.	201 N. Harrison St. Ste. 600
	Davenport, IA 52801
Lee Procurement Solutions Co.	201 N. Harrison St. Ste. 600
	Davenport, IA 52801
Sioux City Newspapers, Inc.	515 Pavonia Street
	Sioux City, IA 51102

ANNEX B

[RESERVED]

ANNEX C

SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION

(AND WHETHER A REGISTERED ORGANIZATION AND/OR

A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION,

LOCATION, ORGANIZATIONAL IDENTIFICATION NUMBERS

AND FEDERAL EMPLOYER IDENTIFICATION NUMBERS

Exact Legal Name of Each Assignor	Type of Organization (or, if the Assignor is an Individual, so indicate)	Registered Organization (Yes/No)	Jurisdiction of Organization	Assignor’s Location (for purposes of NY UCC § 9-307)	Assignor’s Organization Identification Number (or, if it has none, so indicate)	Assignor’s Federal Employer Identification Number (or, if it has none, so indicate)	Transmitting Utility? (Yes/No)
Lee Enterprises, Incorporated	Corporation	Yes	Delaware	201 N. Harrison St. Ste. 600, Davenport, IA 52801	[redacted]	[redacted]	No
Journal-Star Printing Co.	Corporation	Yes	Nebraska	926 P Street, Lincoln, NE 68501	[redacted]	[redacted]	No
Accudata, Inc.	Corporation	Yes	Iowa	201 N. Harrison St. Ste. 600, Davenport, IA 52801	[redacted]	[redacted]	No
INN Partners, L.C.	Limited Liability Company	Yes	Iowa	1510 47th Ave., Moline, IL 61265	[redacted]	[redacted]	No
K. Falls Basin Publishing, Inc.	Corporation	Yes	Oregon	201 N. Harrison St. Ste. 600, Davenport, IA 52801	[redacted]	[redacted]	No
Lee Consolidated Holdings Co.	Corporation	Yes	South Dakota	507 Main Street, Rapid City, SD 57709	[redacted]	[redacted]	No
Lee Publications, Inc.	Corporation	Yes	Delaware	201 N. Harrison St. Ste. 600, Davenport, IA 52801	[redacted]	[redacted]	No
Lee Procurement Solutions Co.	Corporation	Yes	Iowa	201 N. Harrison St. Ste. 600, Davenport, IA 52801	[redacted]	[redacted]	No
Sioux City Newspapers, Inc.	Corporation	Yes	Iowa	515 Pavonia Street, Sioux City, IA 51102	[redacted]	[redacted]	No

ANNEX D

[RESERVED]

ANNEX E

DESCRIPTION OF CERTAIN SIGNIFICANT TRANSACTIONS OCCURRING WITHIN ONE YEAR

PRIOR TO THE DATE OF THE GUARANTEE AND COLLATERAL AGREEMENT

Name of Assignor	Description of any Transactions as required by Section 3.8 of the Guarantee and Collateral Agreement
Lee Enterprises, Incorporated	N/A
Journal-Star Printing Co.	N/A
Accudata, Inc.	N/A
INN Partners, L.C.	N/A
K. Falls Basin Publishing, Inc.	N/A
Lee Consolidated Holdings Co.	N/A
Lee Publications, Inc.	N/A
Lee Procurement Solutions Co.	N/A
Sioux City Newspapers, Inc.	N/A

ANNEX F

SCHEDULE OF DEPOSIT ACCOUNTS

REDACTED

ANNEX G

DESCRIPTION OF COMMERCIAL TORT CLAIMS

NONE

ANNEX H

SCHEDULE OF MARKS AND APPLICATIONS;

INTERNET DOMAIN NAME REGISTRATIONS; MASTHEADS;

MOBILE/TABLET APPLICATIONS; TRADE NAMES; AND SOFTWARE

1. Marks and Applications:

a. Federal Marks (registered with the USPTO)

Owner	Mark	Reg. Date	Registration No.
INN Partners, L.C. d/b/a/	Ad-Owl	6/16/2009	3639360
TownNews.com
	MurlinStats	6/16/2009	3639364
	TownNews.com	6/16/2009	3639362
Lee Enterprises,	Best Bridal	9/16/2008	3501832
Incorporated
	First. Best.	3/30/2010	3766801
	Journalstar.com	7/30/2002	2600249
	Lincoln Journal Star	4/23/2002	2563200
	Rapid City Journal	11/29/2005	3019904
	Sellitia.com	2/2/2010	3745545
	Sellitmt.com	9/1/2009	3678060
	Sellitwi.com	9/8/2009	3681720
	Snoop	6/9/1992	1693756
	Today’s Deal Hop On It	7/5/2011	3988952
	Wheels For You	1/7/1997	2029349
Lee Procurement Solutions	Albany Democrat-Herald	8/9/2005	2983247
Co.
	Beatrice Daily Sun	9/13/2005	2995157
	Billings Gazette	10/4/2005	3003817
	Classic Images	11/30/1993	1807513
	Classic Images	12/7/1999	2297511

ANNEX H

Page 2

Columbus Telegram	1/24/2006	3049194
Corvallis Gazette-Times	1/24/2006	3049193
Films of the Golden Age	1/27/1998	2133570
Films of the Golden Age	5/10/2011	3957298
Fremont Tribune	11/15/2005	3015260
Globe Gazette	1/10/2006	3040312
Hollywords	1/27/1998	2133569
Independent Record	12/13/2005	3027216
Iowa Farmer Today	7/1/1986	1399378
La Crosse Tribune	11/8/2005	3013050
Midwest Messenger	8/10/1999	2269096
Missoulian	11/22/2005	3017463
Montana Magazine	5/7/1996	1972527
Muscatine Journal	2/7/2006	3057253
Quad-City Times	3/8/2005	2930855
Ravalli Republic	12/6/2005	3023436
Sioux City Journal	11/1/2005	3010699
The Bismarck Tribune	12/27/2005	3034528
The Chippewa Herald	1/24/2006	3049359
The Journal Times	3/29/2005	2936435
The Montana Standard	5/3/2005	2946203
The Post-Star	12/13/2005	3026856
The Southern Illinoisan	1/17/2006	3044734
The Times and Democrat	7/12/2005	2967026
The Times-News	7/19/2005	2970506
Tidy Rak	8/25/1998	2184916
Times-Courier	1/24/2006	3049358
Tri-State Neighbor	2/25/1997	2040735
Winona Daily News	1/31/2006	3053430
Winonanet	8/5/1997	2086288

ANNEX H

Page 3

	Work For You	6/1/1999	2249727
Lee Publications, Inc.	The Citizen	6/15/2004	2853531
	The Ledger Independent	6/1/2004	2847485

b. Federal Applications

Owner	Mark	Application Filing Date	Serial No.	File Type
Lee Procurement	Connect Me Local	2/19/2014	86197925	Intent to Use
Solutions Co.

c. State Marks

Owner	Mark	Registration/ Filing/Issued Date	Jurisdiction	Registration No.
Lee Enterprises,	The Ravalli Post (and	2/3/2010	Montana	T027278
Incorporated	design)
	The Valley Post (and	2/10/2010	Montana	T027327
	design)
	Jeans Day! (and	5/27/1994	North	6221200
	design)		Dakota
	North Dakota Online	7/13/1994	North	5263300
			Dakota
	Turn to the Trib	1/25/2006	Wisconsin	20065601291
	Chippewa County	9/27/2005	Wisconsin	20055600537
	Advertiser
	Dunn County	8/24/2005	Wisconsin	20055600333
	Reminder
	Dunn County Shopper	9/21/2005	Wisconsin	20055600540
	The Chippewa Herald	9/21/2005	Wisconsin	20055600536

ANNEX H

Page 4

The Dunn County	9/21/2005	Wisconsin	20055600539
News
Your Family Shopper	9/21/2005	Wisconsin	20055600538
La Crosse Tribune	3/10/2004	Wisconsin	20045401846
County Amateur Golf
Championship
Smart Shopper	10/18/2011	Montana	T028518
Corvallis Gazette-	5/2/2003	Oregon	36754
Times (and design)
Mid-Valley Sunday	9/27/2001	Oregon	35405
Casper Star-Tribune	10/27/2003	Wyoming	2003-000456833

2. Internet Domain Name Registrations:

Assignors may use domain names and/or be the registrant of record for domain names that are beneficially owned by third parties that are not subject to or a part of this Agreement and therefore those domain names are not listed in this Annex I.

Assignors may own immaterial domain names that are not used and thus not included in this Annex. Assignors may also have included immaterial domain names in this Annex that are not in use. Domain names are set forth in this Annex under the subsidiaries who are their beneficial owners; however, such domain names may be formally registered to parties including: Lee Publications, Inc., Lee Procurement Solutions Co., Lee Enterprises, Lee Enterprises, Incorporated, INN Partners L.C., or Lee Consolidated Holdings Co.

DOMAIN NAME	BENEFICIAL OWNER
agweekly.com	Ag Weekly
dairymonthly.com	Ag Weekly
farmtimes.com	Ag Weekly
inlivestock.com	Ag Weekly
albanydemocrathearld.com	Albany Democrat-Herald
albanydemocratherald.com	Albany Democrat-Herald
albanydemocrat-herald.com	Albany Democrat-Herald
albany-democratherald.com	Albany Democrat-Herald

ANNEX H

Page 5

beavergameday.com	Albany Democrat-Herald
democrateherald.com	Albany Democrat-Herald
democrathearld.com	Albany Democrat-Herald
democratherald.com	Albany Democrat-Herald
democrat-herald.com	Albany Democrat-Herald
democratherald.xxx	Albany Democrat-Herald
democratheraldnewspaper.com	Albany Democrat-Herald
democraticherald.com	Albany Democrat-Herald
dhonline.com	Albany Democrat-Herald
dhwheelsforyou.com	Albany Democrat-Herald
generationsoregon.com	Albany Democrat-Herald
gtwheelsforyou.com	Albany Democrat-Herald
m.democratherald.com	Albany Democrat-Herald
midvalleynow.com	Albany Democrat-Herald
midvalleysunday.com	Albany Democrat-Herald
midvalleyvoice.com	Albany Democrat-Herald
mventertainer.com	Albany Democrat-Herald
mvinbusiness.com	Albany Democrat-Herald
mvonline.com	Albany Democrat-Herald
mvourtown.com	Albany Democrat-Herald
mvvoice.com	Albany Democrat-Herald
welcometoalbany.com	Albany Democrat-Herald
welcometocorvallis.com	Albany Democrat-Herald
westernoregon.com	Albany Democrat-Herald
beatricedailysun.com	Beatrice Daily Sun
beatricedailysun.xxx	Beatrice Daily Sun
m.beatricedailysun.com	Beatrice Daily Sun
sunlandbridal.com	Beatrice Daily Sun
sunlandpets.com	Beatrice Daily Sun
bellefourchepost.com	Belle Fourche Post and Bee
bellefourchepostandbee.com	Belle Fourche Post and Bee
bfpost.com	Belle Fourche Post and Bee
postandbee.com	Belle Fourche Post and Bee
406pol.com	Billings Gazette
406political.com	Billings Gazette
501blog.com	Billings Gazette
bakkenhelpwanted.com	Billings Gazette
bcsmayfair.com	Billings Gazette
bgbids.com	Billings Gazette
bigskybridemagazine.com	Billings Gazette
bigskybridesmagazine.com	Billings Gazette

ANNEX H

Page 6

billinggazette.com	Billings Gazette
billingsbreweries.com	Billings Gazette
billingsbrides.com	Billings Gazette
billingsbusiness.com	Billings Gazette
billingsbusinesswatch.com	Billings Gazette
billingsgazette.com	Billings Gazette
billingsgazette.net	Billings Gazette
billingsgazette.tv	Billings Gazette
billingsgazette.xxx	Billings Gazette
billingsgazzette.com	Billings Gazette
billingshomeforsale.com	Billings Gazette
billingshouseforsale.com	Billings Gazette
billingsmagazine.com	Billings Gazette
billingsthriftynickel.com	Billings Gazette
billingswelcomehome.com	Billings Gazette
catgrizinsider.com	Billings Gazette
celebratebillings.com	Billings Gazette
electmontana.com	Billings Gazette
electwyoming.com	Billings Gazette
enjoybillings.com	Billings Gazette
explorebillings.com	Billings Gazette
firstfridaybillings.com	Billings Gazette
gazettemediagroup.com	Billings Gazette
gazoutdoors.com	Billings Gazette
gazprepsports.com	Billings Gazette
greentagsavings.com	Billings Gazette
hopontodaysdeal.com	Billings Gazette
hopontodaysdeals.com	Billings Gazette
hopontotodaysdeal.com	Billings Gazette
hopontotodaysdeals.com	Billings Gazette
hotbuyscoolcash.com	Billings Gazette
insideyellowstone.com	Billings Gazette
insideyellowstonepark.com	Billings Gazette
jobsbakken.com	Billings Gazette
lifewisemagazine.com	Billings Gazette
luxury-4-less.com	Billings Gazette
m.billingsgazette.com	Billings Gazette
magiccityexperience.com	Billings Gazette
magiccitymagazine.com	Billings Gazette
montanaenergyreview.com	Billings Gazette
montanafires.com	Billings Gazette

ANNEX H

Page 7

montanaflyline.com	Billings Gazette
montanaforum.com	Billings Gazette
montanalandmagazine.com	Billings Gazette
montanawheelsforyou.com	Billings Gazette
montanawheelsforyou.net	Billings Gazette
mtenergyquarterly.com	Billings Gazette
mtenergyreview.com	Billings Gazette
mtpol.com	Billings Gazette
mybillingsgazette.com	Billings Gazette
newsmontana.net	Billings Gazette
nick-nicco-toole.com	Billings Gazette
savingsfortheseason.com	Billings Gazette
sellitmontana.com	Billings Gazette
sellitmt.com	Billings Gazette
supersummersavings.com	Billings Gazette
themoreshow.com	Billings Gazette
therexbillings.com	Billings Gazette
todaysdealbillings.com	Billings Gazette
todaysdealhoponit.com	Billings Gazette
todaysdealsbillings.com	Billings Gazette
todaysdealshoponit.com	Billings Gazette
westernbusinessnews.com	Billings Gazette
winabeetle.com	Billings Gazette
winabug.com	Billings Gazette
winavolkswagen.com	Billings Gazette
workbakken.com	Billings Gazette
workdakotas.com	Billings Gazette
workmt.com	Billings Gazette
worknd.com	Billings Gazette
workndakota.com	Billings Gazette
worksdakota.com	Billings Gazette
yellowstoneshopper.com	Billings Gazette
youcanvolunteer.org	Billings Gazette
bismarcksportshow.com	Bismarck Tribune
bismarcktribune.com	Bismarck Tribune
bismarcktribune.xxx	Bismarck Tribune
bismarcktribunesportshow.com	Bismarck Tribune
bismarktribune.com	Bismarck Tribune
dakotawheels.com	Bismarck Tribune
dakotawheels.net	Bismarck Tribune
finderads.com	Bismarck Tribune

ANNEX H

Page 8

m.bismarcktribune.com	Bismarck Tribune
ndbusinesswatch.com	Bismarck Tribune
ndbusinesswatch.net	Bismarck Tribune
ndcouponsource.com	Bismarck Tribune
ndfloods.com	Bismarck Tribune
ndfloods.net	Bismarck Tribune
ndhirepower.com	Bismarck Tribune
ndonline.com	Bismarck Tribune
ndwheelsforyou.com	Bismarck Tribune
southidahopress.com	Burley South Idaho Press
burtcountyplaindealer.com	Burt County Plaindealer
casperjournal.com	Casper Journal
casperjournal.net	Casper Journal
m.casperjournal.com	Casper Journal
1wyo.com	Casper Star-Tribune
1wyo.net	Casper Star-Tribune
casperstartribune.com	Casper Star-Tribune
casperstartribune.info	Casper Star-Tribune
casperstartribune.net	Casper Star-Tribune
casperstartribune.org	Casper Star-Tribune
casperworks.com	Casper Star-Tribune
casperworks.net	Casper Star-Tribune
casperworks.org	Casper Star-Tribune
cnfr.net	Casper Star-Tribune
livewellwyoming.com	Casper Star-Tribune
m.trib.com	Casper Star-Tribune
madeinwyoming.net	Casper Star-Tribune
mormontrail.net	Casper Star-Tribune
mytribtown.com	Casper Star-Tribune
pokes.trib.com	Casper Star-Tribune
rodeo.trib.com	Casper Star-Tribune
sellitwy.com	Casper Star-Tribune
sellitwyo.com	Casper Star-Tribune
sellitwyoming.com	Casper Star-Tribune
startribuneauction.com	Casper Star-Tribune
trib.com	Casper Star-Tribune
tribextra.com	Casper Star-Tribune
tribextra.net	Casper Star-Tribune
tribsports.com	Casper Star-Tribune
walkacrosswyoming.com	Casper Star-Tribune
wereadnatrona.com	Casper Star-Tribune

ANNEX H

Page 9

wyohighschool.com	Casper Star-Tribune
wyomingjobquest.com	Casper Star-Tribune
wyominglandmagazine.com	Casper Star-Tribune
wyomingparadeofhomes.com	Casper Star-Tribune
wyomingsports.com	Casper Star-Tribune
wyomingvarsity.com	Casper Star-Tribune
wyomingwheelsforyou.com	Casper Star-Tribune
wyomingwomensexpo.com	Casper Star-Tribune
wyopreps.net	Casper Star-Tribune
wyosports.com	Casper Star-Tribune
wyovarsity.com	Casper Star-Tribune
wyovarsity.net	Casper Star-Tribune
wyowheels.com	Casper Star-Tribune
wyowheelsforyou.com	Casper Star-Tribune
wyoworks.com	Casper Star-Tribune
chadronnews.com	Chadron Record
thechadronnews.com	Chadron Record
chippewa.com	Chippewa Herald
chippewaherald.com	Chippewa Herald
chippewavalleybusinessreport.com	Chippewa Herald
chippewavalleymarket.com	Chippewa Herald
chippewavalleynewspapers.com	Chippewa Herald
chippewavalleynewspapers.net	Chippewa Herald
lakelanddoorsllc.com	Chippewa Herald
m.chippewa.com	Chippewa Herald
auburnpub.com	Citizen
auburnpub.xxx	Citizen
m.auburnpub.com	Citizen
classicimages.com	Classic Images
columbusareachoice.com	Columbus Telegram
columbustelegram.com	Columbus Telegram
columbustelegram.xxx	Columbus Telegram
m.columbustelegram.com	Columbus Telegram
rgauctions.net	Columbus Telegram
thebanner-press.com	Columbus Telegraph
corvallisgazettetimes.com	Corvallis Gazette-Times
gazettetimes.com	Corvallis Gazette-Times
gazettetimes.xxx	Corvallis Gazette-Times
gtconnect.com	Corvallis Gazette-Times
m.gazettetimes.com	Corvallis Gazette-Times
bestpracticeslowercolumbia.com	Daily News

ANNEX H

Page 10

columbiaviews.biz	Daily News
columbiaviews.com	Daily News
columbiaviews.info	Daily News
columbiaviews.net	Daily News
hairydeals.com	Daily News
lokeco.biz	Daily News
lokeco.info	Daily News
lokeco.net	Daily News
lokeco.org	Daily News
lokeco.us	Daily News
lowercolumbiamedia.com	Daily News
m.tdn.com	Daily News
mizzlemarketing.com	Daily News
mountsthelensnationalvolcanicmonument.com	Daily News
mountsthelensnationalvolcanicmonument.net	Daily News
mountsthelensvacation.com	Daily News
mountsthelensvacation.net	Daily News
mtsthelensvacation.com	Daily News
mtsthelensvacation.net	Daily News
mytdn.com	Daily News
tdn.com	Daily News
tdnhosting.com	Daily News
tdnpreps.com	Daily News
visit-mountsthelens.com	Daily News
visit-mountsthelens.net	Daily News
visit-mtsthelens.com	Daily News
visit-mtsthelens.net	Daily News
wheelsforyoutdn.com	Daily News
dunnconnect.com	Dunn County News
dunncountyshopper.com	Dunn County Shopper
elkodaily.com	Elko Daily Free Press
elkodaily.xxx	Elko Daily Free Press
elkovisitor.com	Elko Daily Free Press
m.elkodaily.com	Elko Daily Free Press
miningquarterly.com	Elko Daily Free Press
agads.com	Farm and Ranch Guide
ag-ads.com	Farm and Ranch Guide
agbuzz.com	Farm and Ranch Guide
farmandranchguide.com	Farm and Ranch Guide
farmequipmentcenter.com	Farm and Ranch Guide
farms4sale.com	Farm and Ranch Guide

ANNEX H

Page 11

m.farmandranchguide.com	Farm and Ranch Guide
minnesotafarmguide.com	Farm and Ranch Guide
minnesotafarmguide.net	Farm and Ranch Guide
missourifarmertoday.com	Farm and Ranch Guide
mobileagsource.com	Farm and Ranch Guide
brittnewstribune.com	Forest City Summit
forestcitysummit.com	Forest City Summit
winnebagoshopper.com	Forest City Summit
foxxyshoppers.com	Foxxy Shopper - LaCrosse
lacrossefoxxy.com	Foxxy Shopper - LaCrosse
lacrossefoxxyshopper.com	Foxxy Shopper - LaCrosse
fremontareashopper.com	Fremont Tribune
fremontneb.com	Fremont Tribune
fremonttribune.com	Fremont Tribune
fremonttribune.xxx	Fremont Tribune
ftrib.com	Fremont Tribune
m.fremonttribune.com	Fremont Tribune
burtonwood.com	Globe-Gazette/Sunday Globe
charliebrownchildcare.com	Globe-Gazette/Sunday Globe
clearlakeshoppes.com	Globe-Gazette/Sunday Globe
evamarieshomeandgift.com	Globe-Gazette/Sunday Globe
firstgabrielsonagency.com	Globe-Gazette/Sunday Globe
fullertonfh.com	Globe-Gazette/Sunday Globe
globegazette.com	Globe-Gazette/Sunday Globe
globegazette.net	Globe-Gazette/Sunday Globe
globegazette.xxx	Globe-Gazette/Sunday Globe
goodnatures.com	Globe-Gazette/Sunday Globe
iowaauctionsonline.com	Globe-Gazette/Sunday Globe
iowafarmfresh.com	Globe-Gazette/Sunday Globe
kushspaandsalon.com	Globe-Gazette/Sunday Globe
landfillnorthiowa.org	Globe-Gazette/Sunday Globe
leescampersmc.com	Globe-Gazette/Sunday Globe
m.globegazette.com	Globe-Gazette/Sunday Globe
masoncity2010.org	Globe-Gazette/Sunday Globe
masoncityglobegazette.com	Globe-Gazette/Sunday Globe
masoncityshopper.com	Globe-Gazette/Sunday Globe
minnesotaauctionsonline.com	Globe-Gazette/Sunday Globe
musenorris.com	Globe-Gazette/Sunday Globe
niowarealty.com	Globe-Gazette/Sunday Globe
northerniowarealestate.com	Globe-Gazette/Sunday Globe
northiowanews.com	Globe-Gazette/Sunday Globe

ANNEX H

Page 12

northiowarealty.net	Globe-Gazette/Sunday Globe
vvwca.com	Globe-Gazette/Sunday Globe
wayoutsalvage.com	Globe-Gazette/Sunday Globe
wrightiniowa.com	Globe-Gazette/Sunday Globe
accessdecatur.com	Herald & Review
decaturfood.com	Herald & Review
decaturguide.com	Herald & Review
decaturguide.net	Herald & Review
decaturheraldreview.com	Herald & Review
decaturlimited.com	Herald & Review
decaturwelikeithere.com	Herald & Review
getoutandgolf.net	Herald & Review
heraldandreview.com	Herald & Review
heraldreview.com	Herald & Review
herald-review.com	Herald & Review
herald-review.xxx	Herald & Review
hrpreps.com	Herald & Review
m.herald-review.com	Herald & Review
myh-r.com	Herald & Review
nowdrivingonline.com	Herald & Review
sellitil.com	Herald & Review
sellitil.net	Herald & Review
sellitillinois.com	Herald & Review
sellitillinois.net	Herald & Review
thebusiness-journal.com	Herald & Review
theprairieshopper.com	Herald & Review
welikeithere.com	Herald & Review
williamstreetpress.com	Herald & Review
workforyouillinois.com	Herald & Review
hotspringsstar.com	Hot Springs Star
houstonconews.com	Houston County News
lacrescent.com	Houston County News
adit.com	Independent Record Technical Services
dividemag.com	Independent Record Technical Services
flightmagazine.org	Independent Record Technical Services
helenahomegallery.com	Independent Record Technical Services
helenahomeseller.com	Independent Record Technical Services

ANNEX H

Page 13

helenair.com	Independent Record Technical Services
helenair.mobi	Independent Record Technical Services
helenair.net	Independent Record Technical Services
helenair.xxx	Independent Record Technical Services
helenalifestyles.com	Independent Record Technical Services
helenatopjobs.com	Independent Record Technical Services
m.helenair.com	Independent Record Technical Services
pricklypearmt.org	Independent Record Technical Services
spectatorsguidemontana.com	Independent Record Technical Services
spectatorsguidemt.com	Independent Record Technical Services
theindependentrecord.com	Independent Record Technical Services
ad-owl.com	INN Partners, L.C.
anytimeanything.com	INN Partners, L.C.
anytimenews.com	INN Partners, L.C.
anytownnews.com	INN Partners, L.C.
artisticdisplayads.com	INN Partners, L.C.
bigfoot-print.com	INN Partners, L.C.
bloxcms.com	INN Partners, L.C.
buysellbuy.com	INN Partners, L.C.
carsortrucks.com	INN Partners, L.C.
commercialpropertiesmontana.com	INN Partners, L.C.
commercialpropertiesmt.com	INN Partners, L.C.
commercialpropertymontana.com	INN Partners, L.C.
commercialpropertymt.com	INN Partners, L.C.
communitypapers.com	INN Partners, L.C.
cool-ads.com	INN Partners, L.C.
dotconnectmedia.com	INN Partners, L.C.
flippinflies.com	INN Partners, L.C.
florencecivicclub.com	INN Partners, L.C.
gritzblitz.com	INN Partners, L.C.
grumpyguy.com	INN Partners, L.C.
homeforu.net	INN Partners, L.C.

ANNEX H

Page 14

huskerillustrated.com	INN Partners, L.C.
imgworldwide.com	INN Partners, L.C.
innsites.net	INN Partners, L.C.
innstats.net	INN Partners, L.C.
inntours.net	INN Partners, L.C.
kool-ads.com	INN Partners, L.C.
leeunionfree.net	INN Partners, L.C.
lonestarjobnetwork.com	INN Partners, L.C.
monsterjobnetwork.com	INN Partners, L.C.
murlinstats.net	INN Partners, L.C.
newspaperjobnetwork.com	INN Partners, L.C.
niyouthcenter.com	INN Partners, L.C.
nostlguild.com	INN Partners, L.C.
osceolaclassifieds.com	INN Partners, L.C.
ourjobnetwork.com	INN Partners, L.C.
peakmagazine.net	INN Partners, L.C.
poincianaclassifieds.com	INN Partners, L.C.
qcdoc.org	INN Partners, L.C.
soonerstateclassifieds.com	INN Partners, L.C.
special-sections.com	INN Partners, L.C.
theywantyourduesinstlouis.com	INN Partners, L.C.
thisisyourhome.net	INN Partners, L.C.
townnews.biz	INN Partners, L.C.
townnews.com	INN Partners, L.C.
townnews.usa	INN Partners, L.C.
townnews-cms.com	INN Partners, L.C.
townnewsdesign.com	INN Partners, L.C.
townnews-design.com	INN Partners, L.C.
townnews-mail.com	INN Partners, L.C.
townnews-redesign.com	INN Partners, L.C.
townnews-staging.com	INN Partners, L.C.
townsendcommunication.com	INN Partners, L.C.
westlawnmarket.com	INN Partners, L.C.
yourjobnetwork.com	INN Partners, L.C.
agonthego.com	Iowa Farmer Today
combinecam.com	Iowa Farmer Today
corncam.com	Iowa Farmer Today
cropblog.com	Iowa Farmer Today
cropwatchblog.com	Iowa Farmer Today
dairycam.com	Iowa Farmer Today
illinoisfarmertoday.com	Iowa Farmer Today

ANNEX H

Page 15

indianafarmingtoday.com	Iowa Farmer Today
iowafarmer.biz	Iowa Farmer Today
iowafarmer.com	Iowa Farmer Today
iowafarmer.info	Iowa Farmer Today
iowafarmertoday.com	Iowa Farmer Today
iowavotersguide.com	Iowa Farmer Today
m.iowafarmertoday.com	Iowa Farmer Today
marketwatchonline.com	Iowa Farmer Today
midwestmarketer.com	Iowa Farmer Today
soybeancam.com	Iowa Farmer Today
tractorcam.com	Iowa Farmer Today
amplifieddig.com	Journal Times
animalcrackersjazz.com	Journal Times
beggiconstruction.com	Journal Times
greatwheelsforyou.com	Journal Times
h-ertel.com	Journal Times
jeffbraunrealtors.com	Journal Times
journaltimes.com	Journal Times
journaltimes.xxx	Journal Times
journaltimesonline.com	Journal Times
m.journaltimes.com	Journal Times
mallofwis.com	Journal Times
margaretvcharters.com	Journal Times
myjournaltimes.com	Journal Times
namiracine.org	Journal Times
preservationracine.org	Journal Times
racineanimalcrackers.com	Journal Times
racinecareerfest.com	Journal Times
racinecounty.com	Journal Times
racinecountybride.com	Journal Times
racinecountyjobs.net	Journal Times
racinecountywheels.net	Journal Times
racinedining.com	Journal Times
racinehomeexpo.com	Journal Times
racinejournaltimes.com	Journal Times
racinelighthouserun.com	Journal Times
racinepennysaver.com	Journal Times
racinesportszone.com	Journal Times
scene262.com	Journal Times
secondpresbyterianchurch.com	Journal Times
sellitkenosha.com	Journal Times

ANNEX H

Page 16

sellitracine.com	Journal Times
sellitwi.com	Journal Times
texreynoldstoysfortots.com	Journal Times
thejournaltimes.com	Journal Times
uniongrovechamber.org	Journal Times
wisconsindiscountmortgage.com	Journal Times
wrightinracine.com	Journal Times
yumacinc.com	Journal Times
7riversclassifieds.com	LaCrosse Tribune
7riversmarketplace.com	LaCrosse Tribune
7riversrentals.com	LaCrosse Tribune
chippewavalleymarketplace.com	LaCrosse Tribune
couleenews.com	LaCrosse Tribune
courierlifenews.com	LaCrosse Tribune
dibbydobby.com	LaCrosse Tribune
dibbydobby.net	LaCrosse Tribune
ectradinpost.com	LaCrosse Tribune
getitrivervalley.com	LaCrosse Tribune
holmencourier.com	LaCrosse Tribune
homeselleronline.com	LaCrosse Tribune
insidepreps.com	LaCrosse Tribune
jacksoncountychronicle.com	LaCrosse Tribune
lacrossenet.com	LaCrosse Tribune
lacrossetribune.com	LaCrosse Tribune
lacrossetribune.net	LaCrosse Tribune
lacrossetribune.org	LaCrosse Tribune
lacrossetribune.xxx	LaCrosse Tribune
lxtrb.mobi	LaCrosse Tribune
m.lacrossetribune.com	LaCrosse Tribune
melrose-chronicle.com	LaCrosse Tribune
onalaskacommunitylife.com	LaCrosse Tribune
onalaskalife.com	LaCrosse Tribune
rivervalleyblogs.com	LaCrosse Tribune
rivervalleybusinessreport.com	LaCrosse Tribune
rivervalleynewspapers.com	LaCrosse Tribune
rivervalleyoutdoors.com	LaCrosse Tribune
rivervalleyvoice.com	LaCrosse Tribune
rvbr.com	LaCrosse Tribune
spartafoxxyshopper.com	LaCrosse Tribune
strayvoltage.org	LaCrosse Tribune
strictly-golf.com	LaCrosse Tribune

ANNEX H

Page 17

thebigbuck.net	LaCrosse Tribune
tomahjournal.com	LaCrosse Tribune
tricountyfoxxy.com	LaCrosse Tribune
vernonbroadcaster.com	LaCrosse Tribune
westbytimes.com	LaCrosse Tribune
wheelsforyou-online.com	LaCrosse Tribune
wheelswebsite.com	LaCrosse Tribune
windn.mobi	LaCrosse Tribune
winonafoxxy.com	LaCrosse Tribune
winonafoxxyshopper.com	LaCrosse Tribune
wisconsinwheelsforyou.com	LaCrosse Tribune
witradingpost.com	LaCrosse Tribune
witradinpost.com	LaCrosse Tribune
lawrencecountyjournal.com	Lawrence County Journal
lebanon-express.com	Lebanon Express
lebanon-express.xxx	Lebanon Express
m.lebanon-express.com	Lebanon Express
brackencommunity.com	Ledger Independent
flemingcommunity.com	Ledger Independent
ledger-independent.com	Ledger Independent
m.maysville-online.com	Ledger Independent
maysville.com	Ledger Independent
maysville-online.com	Ledger Independent
maysville-online.xxx	Ledger Independent
robertsoncommunity.com	Ledger Independent
theledgerindependent.com	Ledger Independent
leeagrimedia.com	Lee Agri-Media
leeagrimedia.net	Lee Agri-Media
m.missourifarmertoday.com	Lee Agri-Media
5centads.com	Lee Enterprises
agrimarketplace.com	Lee Enterprises
agri-marketplace.com	Lee Enterprises
baraboo.biz	Lee Enterprises
bigskyfires.com	Lee Enterprises
communityforum.com	Lee Enterprises
dailydeadline.com	Lee Enterprises
decatur.biz	Lee Enterprises
digitaldemocracy.com	Lee Enterprises
getitcentral.com	Lee Enterprises
gregschermer.com	Lee Enterprises
guild-lee.com	Lee Enterprises

ANNEX H

Page 18

guild-lee.net	Lee Enterprises
guild-lee.org	Lee Enterprises
hotbark.com	Lee Enterprises
iowavoter.com	Lee Enterprises
lawrencecountycentennial.com	Lee Enterprises
lee.net	Lee Enterprises
leeag.com	Lee Enterprises
leecmstraining.com	Lee Enterprises
leeent.net	Lee Enterprises
leeenterprises.biz	Lee Enterprises
leeenterprises.com	Lee Enterprises
lee-eteam.com	Lee Enterprises
lee-guild.com	Lee Enterprises
lee-guild.net	Lee Enterprises
lee-guild.org	Lee Enterprises
lee-interactive.com	Lee Enterprises
leelocal.com	Lee Enterprises
leenorthwestpublishing.com	Lee Enterprises
lee-online.com	Lee Enterprises
leetemplates.com	Lee Enterprises
leeunionfree.com	Lee Enterprises
lee-watch.com	Lee Enterprises
lee-watch.net	Lee Enterprises
lee-watch.org	Lee Enterprises
microcastapp.com	Lee Enterprises
mjonline.com	Lee Enterprises
mtfires.com	Lee Enterprises
muscatine.biz	Lee Enterprises
muscatinepost.com	Lee Enterprises
mvtrio.com	Lee Enterprises
outdoormotors.com	Lee Enterprises
riverfloodwatch.com	Lee Enterprises
shawano.biz	Lee Enterprises
takemethere.net	Lee Enterprises
takemethere.org	Lee Enterprises
thechoiceonline.com	Lee Enterprises
timegoggles.com	Lee Enterprises
todaysvoter.com	Lee Enterprises
viraltoad.com	Lee Enterprises
vocap.com	Lee Enterprises
voicecapture.com	Lee Enterprises

ANNEX H

Page 19

wheelforyou.com	Lee Enterprises
wheelsforyouonline.com	Lee Enterprises
wiredpartners.net	Lee Enterprises
wiredpartnerswebdesign.com	Lee Enterprises
wiredpartnerswebhosting.com	Lee Enterprises
workforyou.com	Lee Enterprises
yourvoiceatlee.com	Lee Enterprises
lincolnexpert.com	Lincoln Journal
lincolnexperts.com	Lincoln Journal
apartmentsforyou.com	Lincoln Journal Star
beatriceexperts.com	Lincoln Journal Star
celebratenebraska.com	Lincoln Journal Star
discoverbeatrice.com	Lincoln Journal Star
discoverfremont.com	Lincoln Journal Star
discoverlincoln.com	Lincoln Journal Star
discovernebraska.com	Lincoln Journal Star
fremontexperts.com	Lincoln Journal Star
huskerexpress.com	Lincoln Journal Star
huskerextra.com	Lincoln Journal Star
huskerfootball.com	Lincoln Journal Star
journalstar.com	Lincoln Journal Star
journalstar.xxx	Lincoln Journal Star
journalstarads.com	Lincoln Journal Star
kansaswheelsforyou.com	Lincoln Journal Star
lincolnhomesandrealestate.com	Lincoln Journal Star
lincolnjobs.com	Lincoln Journal Star
lincolnjournalstar.com	Lincoln Journal Star
lincolnswitch.com	Lincoln Journal Star
lmagazinelincoln.com	Lincoln Journal Star
m.journalstar.com	Lincoln Journal Star
nebraskahomesandrealestate.com	Lincoln Journal Star
nebraskaspot.com	Lincoln Journal Star
nebraskaspot.net	Lincoln Journal Star
nebraskawheelsforyou.com	Lincoln Journal Star
nebweb.com	Lincoln Journal Star
neighborhoodextra.com	Lincoln Journal Star
oakcreekprinting.com	Lincoln Journal Star
rentalsforyou.com	Lincoln Journal Star
saddleupnebraska.com	Lincoln Journal Star
sellitnebraska.com	Lincoln Journal Star
starcityhealth.com	Lincoln Journal Star

ANNEX H

Page 20

sunlanddiningcard.com	Lincoln Journal Star
switchlincoln.com	Lincoln Journal Star
urban-motors.com	Lincoln Journal Star
wheelsforyou.com	Lincoln Journal Star
wheelsforyoukansas.com	Lincoln Journal Star
wheelsforyounebraska.com	Lincoln Journal Star
workforyounebraska.com	Lincoln Journal Star
masoncitynet.com	Mason City Shopper
jg-tc.com	Mattoon Journal-Gazette
jg-tc.xxx	Mattoon Journal-Gazette
m.jg-tc.com	Mattoon Journal-Gazette
blackhillspress.com	Meade County Times-Tribune
meadecountytimes.com	Meade County Times-Tribune
meadecountytimestribune.com	Meade County Times-Tribune
livestockmarketer.com	Midwest Messenger
livestockroundup.com	Midwest Messenger
livestockroundup.net	Midwest Messenger
m.midwestmessenger.com	Midwest Messenger
midwestmessenger.com	Midwest Messenger
ruralvoterguide.com	Midwest Messenger
saddleupnebraska.com	Midwest Messenger
m.midwestproducer.com	Midwest Producer
midwestbullseye.com	Midwest Producer
midwestproducer.com	Midwest Producer
m.mininickel.com	Mini Nickel
mininickel.com	Mini Nickel
iowafarmguide.com	Minnesota Farm Guide
m.minnesotafarmguide.com	Minnesota Farm Guide
couponingmissoula.com	Missoulian
farranproperties.com	Missoulian
m.missoulian.com	Missoulian
missoulanews.mobi	Missoulian
missoulasearch.mobi	Missoulian
missoulian.com	Missoulian
missoulian.net	Missoulian
missoulian.us	Missoulian
missoulian.xxx	Missoulian
missoulianads.com	Missoulian
missoulianentertainer.com	Missoulian
missouliannews.mobi	Missoulian
missoulien.com	Missoulian

ANNEX H

Page 21

montanaautofinder.com	Missoulian
montanahomeseller.com	Missoulian
montanamessenger.com	Missoulian
movingtobillings.com	Missoulian
movingtobillings.net	Missoulian
movingtobillings.org	Missoulian
movingtobozeman.com	Missoulian
movingtobozeman.net	Missoulian
movingtobozeman.org	Missoulian
movingtobutte.com	Missoulian
movingtobutte.net	Missoulian
movingtobutte.org	Missoulian
movingtogreatfalls.com	Missoulian
movingtogreatfalls.net	Missoulian
movingtogreatfalls.org	Missoulian
movingtohamilton.com	Missoulian
movingtohamilton.net	Missoulian
movingtohamilton.org	Missoulian
movingtohelena.com	Missoulian
movingtohelena.net	Missoulian
movingtohelena.org	Missoulian
movingtokalispell.com	Missoulian
movingtokalispell.net	Missoulian
movingtokalispell.org	Missoulian
movingtomissoula.com	Missoulian
movingtomissoula.net	Missoulian
movingtomissoula.org	Missoulian
mtautofinder.com	Missoulian
mtinbusiness.com	Missoulian
mtmessenger.com	Missoulian
mtwheelsforyou.com	Missoulian
mtwheelsforyou.net	Missoulian
mymissoulian.com	Missoulian
ravallipost.net	Missoulian
mcpress.com	Mitchell County Press-News
buyitmt.com	Montana Magazine
montanamagazine.com	Montana Magazine
mtfootball.com	Montana Magazine
mtprepsports.com	Montana Magazine
rentitmt.com	Montana Magazine
bozemanexplore.com	Montana Standard

ANNEX H

Page 22

bozemantributary.com	Montana Standard
buttesurvey.com	Montana Standard
diggerbeat.com	Montana Standard
m.mtstandard.com	Montana Standard
montanastandard.com	Montana Standard
mtjobexpo.com	Montana Standard
mtstandard.com	Montana Standard
mtstandard.xxx	Montana Standard
postcardsfrombutte.com	Montana Standard
tributaryonline.com	Montana Standard
filmsofthegoldenage.com	Muscatine Journal
m.muscatine.journal.com	Muscatine Journal
muscatinejournal.com	Muscatine Journal
muscatinejournal.xxx	Muscatine Journal
northernblackhillsweeklygroup.com	Northern Black Hills Weekly Group
cass-news.com	Plattsmouth Journal
plattsmouthjournal.com	Plattsmouth Journal
allthingsadirondack.com	Post-Star
bestoftheregion.com	Post-Star
m.poststar.com	Post-Star
mypostar.com	Post-Star
poststar.biz	Post-Star
poststar.com	Post-Star
poststar.info	Post-Star
poststar.mobi	Post-Star
poststar.net	Post-Star
poststar.org	Post-Star
poststar.tv	Post-Star
poststar.xxx	Post-Star
saratogapoststar.com	Post-Star
seeadirondacks.com	Post-Star
seeglensfalls.com	Post-Star
seesaratoga.com	Post-Star
agalmanac.com	Prairie Star
m.theprairiestar.com	Prairie Star
theprairiestar.com	Prairie Star
advantagequadcities.com	Quad-City Times
bealerfamilybuilders.com	Quad-City Times
bhcb.org	Quad-City Times
bix7.com	Quad-City Times
celebrateqc.com	Quad-City Times

ANNEX H

Page 23

coffeehoundeastmo.com	Quad-City Times
crsports.org	Quad-City Times
getitqca.com	Quad-City Times
hawkmania.com	Quad-City Times
iatnt.com	Quad-City Times
iltnt.com	Quad-City Times
iowapulse.com	Quad-City Times
iowatnt.com	Quad-City Times
leeinc.com	Quad-City Times
m.qctimes.com	Quad-City Times
mid-america-sales.com	Quad-City Times
midwesttruckntractor.com	Quad-City Times
milansurplusqc.com	Quad-City Times
mntnt.com	Quad-City Times
nebtnt.com	Quad-City Times
qcbusinessjournal.com	Quad-City Times
qccrimewatch.com	Quad-City Times
qcdailydeal.com	Quad-City Times
qcdailydeals.com	Quad-City Times
qcgetit.com	Quad-City Times
qchighschools.com	Quad-City Times
qcmoms.com	Quad-City Times
qcneighbor.com	Quad-City Times
qcneighborhoodnetwork.com	Quad-City Times
qcneighbors.com	Quad-City Times
qcontheriver.com	Quad-City Times
qcpreps.com	Quad-City Times
qcshops.com	Quad-City Times
qctimes.com	Quad-City Times
qctimes.net	Quad-City Times
qctimes.tv	Quad-City Times
qctimes.xxx	Quad-City Times
qctmedia.com	Quad-City Times
qctmediagroup.com	Quad-City Times
qctoday.com	Quad-City Times
qctplus60.com	Quad-City Times
qctplus60.org	Quad-City Times
qcvalues.com	Quad-City Times
qcvarsity.com	Quad-City Times
qcwatchblog.com	Quad-City Times
qcwheels.com	Quad-City Times

ANNEX H

Page 24

qcwinc.com	Quad-City Times
quadcitiessportscommission.com	Quad-City Times
quadcitypreps.com	Quad-City Times
quadcitytimes.com	Quad-City Times
quad-citytimes.com	Quad-City Times
quadcityvarsity.com	Quad-City Times
quadsville.com	Quad-City Times
sellitqc.com	Quad-City Times
thebettendorfnews.com	Quad-City Times
thecaptainstablemoline.com	Quad-City Times
thedavenportnews.com	Quad-City Times
themolinenews.com	Quad-City Times
therockislandnews.com	Quad-City Times
tjstruckntrailer.com	Quad-City Times
tricoprinting.com	Quad-City Times
truck-and-tractor.com	Quad-City Times
truck-n-tractor.com	Quad-City Times
vernshomeimprovement.com	Quad-City Times
wagsauto.com	Quad-City Times
wegotnext.org	Quad-City Times
witnt.com	Quad-City Times
bellefourchecommunity.com	Rapid City Journal
bhflavor.com	Rapid City Journal
bhjobfair.com	Rapid City Journal
blackhawkcommunity.com	Rapid City Journal
blackhills2go.com	Rapid City Journal
blackhillsclassifieds.com	Rapid City Journal
blackhillscommunity.com	Rapid City Journal
blackhillsdiscovered.com	Rapid City Journal
blackhillsjobs.com	Rapid City Journal
blackhillsjobs.net	Rapid City Journal
blackhillsjournal.com	Rapid City Journal
blackhillsjournal.net	Rapid City Journal
blackhillsjournal.org	Rapid City Journal
blackhillslive.com	Rapid City Journal
blackhillspatriot.com	Rapid City Journal
blackhillstogo.com	Rapid City Journal
blackhillswheelsforyou.com	Rapid City Journal
boxeldercommunity.com	Rapid City Journal
chadroncommunity.com	Rapid City Journal
chadroncommunity.net	Rapid City Journal

ANNEX H

Page 25

chadronrecord.com	Rapid City Journal
crawfordcommunity.net	Rapid City Journal
custercommunity.com	Rapid City Journal
deadwoodcommunity.com	Rapid City Journal
deadwooddiscovered.com	Rapid City Journal
deadwoodgaming.com	Rapid City Journal
eaglebuttecommunity.com	Rapid City Journal
edgemontcommunity.net	Rapid City Journal
ellsworthcommunity.com	Rapid City Journal
fortpierrecommunity.com	Rapid City Journal
gillettecommunity.com	Rapid City Journal
harrisoncommunity.net	Rapid City Journal
hayspringscommunity.com	Rapid City Journal
hermosacommunity.com	Rapid City Journal
hillcitycommunity.net	Rapid City Journal
homejournal.biz	Rapid City Journal
hotspringscommunity.com	Rapid City Journal
leadcommunity.net	Rapid City Journal
lead-deadwoodcommunity.com	Rapid City Journal
m.rapidcityjournal.com	Rapid City Journal
mountrushmorecommunity.com	Rapid City Journal
newcastlecommunity.net	Rapid City Journal
newellcommunity.net	Rapid City Journal
newunderwoodcommunity.com	Rapid City Journal
northernhillsclassifieds.com	Rapid City Journal
northwestnebraskacommunity.com	Rapid City Journal
oelrichscommunity.com	Rapid City Journal
phillipcommunity.com	Rapid City Journal
pierrecommunity.com	Rapid City Journal
rapidcityclassifieds.net	Rapid City Journal
rapidcityclassifieds.org	Rapid City Journal
rapidcityjobs.com	Rapid City Journal
rapidcityjournal.com	Rapid City Journal
rapidcityjournal.net	Rapid City Journal
rapidcityjournal.org	Rapid City Journal
rapidcityjournal.xxx	Rapid City Journal
rapidcityjournaljr.com	Rapid City Journal
rapidcitywheelsforyou.com	Rapid City Journal
rcjonline.com	Rapid City Journal
rcjpropicks.com	Rapid City Journal
rosebudcommunity.com	Rapid City Journal

ANNEX H

Page 26

rushvillecommunity.com	Rapid City Journal
saintongecommunity.com	Rapid City Journal
sdbusinessjournal.com	Rapid City Journal
sdlegislature.com	Rapid City Journal
sdlegislature.net	Rapid City Journal
sdprepzone.com	Rapid City Journal
sdwheelsforyou.com	Rapid City Journal
shopsturgis.net	Rapid City Journal
shopthehills.com	Rapid City Journal
southdakotabusinessjournal.com	Rapid City Journal
southdakotaprepzone.com	Rapid City Journal
southdakotawheelsforyou.com	Rapid City Journal
southernhillsclassifieds.com	Rapid City Journal
spearfishcommunity.com	Rapid City Journal
stevenscommunity.net	Rapid City Journal
stongecommunity.com	Rapid City Journal
sturgiscommunity.com	Rapid City Journal
sturgislinks.com	Rapid City Journal
sturgisrallydaily.com	Rapid City Journal
sturgisrallyvendors.com	Rapid City Journal
summersetcommunity.net	Rapid City Journal
sundancecommunity.net	Rapid City Journal
thenewspaper.net	Rapid City Journal
thenewspaper.org	Rapid City Journal
unioncentercommunity.com	Rapid City Journal
uptoncommunity.com	Rapid City Journal
wallcommunity.com	Rapid City Journal
westriverclassifieds.com	Rapid City Journal
whitewoodcommunity.com	Rapid City Journal
m.ravallirepublic.com	Ravalli Republic
ravallinews.com	Ravalli Republic
ravallirepublic.com	Ravalli Republic
ravallirepublic.xxx	Ravalli Republic
carlislenews.com	Sentinel
carlislepennsylvania.com	Sentinel
carlislesentinel.com	Sentinel
cumberlandlife.com	Sentinel
cumberlink.com	Sentinel
cumberlink.xxx	Sentinel
m.cumberlink.com	Sentinel
mechanicsburgpa.com	Sentinel

ANNEX H

Page 27

pawheelsforyou.com	Sentinel
pennstatefan.com	Sentinel
sentinel-news.com	Sentinel
sentinelweekly.com	Sentinel
shippensburgpa.com	Sentinel
shippensburgsentinel.com	Sentinel
shippsentinel.com	Sentinel
shipsentinel.com	Sentinel
firstinnation.com	Sioux City Journal
groupsiouxpon.com	Sioux City Journal
iowainsider.com	Sioux City Journal
journalads.com	Sioux City Journal
journalgoodfellows.com	Sioux City Journal
journalgoodfellows.net	Sioux City Journal
journalgoodfellows.org	Sioux City Journal
littleyellowdog.org	Sioux City Journal
m.siouxcityjournal.com	Sioux City Journal
miracleinmapleton.com	Sioux City Journal
mwcareerexpo.com	Sioux City Journal
mwrcareerexpo.com	Sioux City Journal
realestatesiouxland.com	Sioux City Journal
scjbuzz.com	Sioux City Journal
scjdealoftheday.com	Sioux City Journal
sellitdakota.com	Sioux City Journal
sellitia.com	Sioux City Journal
sellitiowa.com	Sioux City Journal
sellitsiouxland.com	Sioux City Journal
sewheelsforyou.com	Sioux City Journal
sfwheelsforyou.com	Sioux City Journal
siouxcity.tv	Sioux City Journal
siouxcityemployment.com	Sioux City Journal
siouxcityjournal.com	Sioux City Journal
siouxcityjournal.xxx	Sioux City Journal
siouxcityjournaljr.com	Sioux City Journal
siouxcityrealestateguide.com	Sioux City Journal
siouxcityshoppersguide.com	Sioux City Journal
siouxcitytalks.com	Sioux City Journal
siouxcityweekender.com	Sioux City Journal
siouxland.net	Sioux City Journal
siouxland.tv	Sioux City Journal
siouxlandactiveseniors.com	Sioux City Journal

ANNEX H

Page 28

siouxlandbidandbuy.com	Sioux City Journal
siouxlandbrides.com	Sioux City Journal
siouxlandbusinessjournal.com	Sioux City Journal
siouxlandbuzz.com	Sioux City Journal
siouxlandcouponsource.com	Sioux City Journal
siouxlandemployment.com	Sioux City Journal
siouxlandevents.com	Sioux City Journal
siouxlandgrooms.com	Sioux City Journal
siouxlandhispanosunidos.com	Sioux City Journal
siouxlandhomeandliving.com	Sioux City Journal
siouxlandlive.com	Sioux City Journal
siouxlandmoms.com	Sioux City Journal
siouxlandnetwork.com	Sioux City Journal
siouxlandnow.com	Sioux City Journal
siouxlandoutdoors.com	Sioux City Journal
siouxlandpaws.com	Sioux City Journal
siouxlandprep.com	Sioux City Journal
siouxlandpreps.com	Sioux City Journal
siouxlandprime.com	Sioux City Journal
siouxlandrealtor.com	Sioux City Journal
siouxlandshoppersguide.com	Sioux City Journal
siouxlandsports.com	Sioux City Journal
siouxlandsports.net	Sioux City Journal
siouxlandtalks.com	Sioux City Journal
siouxlandvarsity.com	Sioux City Journal
siouxlandvoice.com	Sioux City Journal
siouxlandweekender.com	Sioux City Journal
siouxlandxl.com	Sioux City Journal
siouxlutions.com	Sioux City Journal
siouxpon.com	Sioux City Journal
sux911.com	Sioux City Journal
treesforsiouxland.com	Sioux City Journal
treesforsiouxland.org	Sioux City Journal
weeklyshoppersguide.com	Sioux City Journal
wheelsforyouiowa.com	Sioux City Journal
wheelsforyousiouxcity.com	Sioux City Journal
wheelsforyousiouxland.com	Sioux City Journal
workforyouiowa.com	Sioux City Journal
workforyousiouxcity.com	Sioux City Journal
workforyousiouxland.com	Sioux City Journal
work-ia.com	Sioux City Journal

ANNEX H

Page 29

work-iowa.com	Sioux City Journal
m.tristateneighbor.com	Sioux Falls Tri-State Neighbor
tristateneighbor.com	Sioux Falls Tri-State Neighbor
tri-stateneighbor.com	Sioux Falls Tri-State Neighbor
southernidahobusiness.com	Southern Idaho Business
1region.com	Southern Illinoisan
1region.net	Southern Illinoisan
1region1vision.com	Southern Illinoisan
1region1vision.net	Southern Illinoisan
carbondalemarketplace.com	Southern Illinoisan
dawgbit.com	Southern Illinoisan
electionillinois.com	Southern Illinoisan
flipsideonline.com	Southern Illinoisan
illelection.com	Southern Illinoisan
illelections.com	Southern Illinoisan
ilwinetrail.com	Southern Illinoisan
ilwinetrails.com	Southern Illinoisan
lifeandstylesi.com	Southern Illinoisan
lifeandstylesi.net	Southern Illinoisan
lifeandstylesi.org	Southern Illinoisan
m.thesouthern.com	Southern Illinoisan
mysi.biz	Southern Illinoisan
mysouthernillinoisan.com	Southern Illinoisan
oneregion.com	Southern Illinoisan
rediscoversi.com	Southern Illinoisan
salukiblog.com	Southern Illinoisan
salukigameday.com	Southern Illinoisan
salukimania.com	Southern Illinoisan
salukisportsonline.com	Southern Illinoisan
sbj.biz	Southern Illinoisan
siautodeals.com	Southern Illinoisan
sidiningdeals.com	Southern Illinoisan
sipicks.com	Southern Illinoisan
sipreps.com	Southern Illinoisan
siprepsports.com	Southern Illinoisan
siwheelsforyou.com	Southern Illinoisan
southernbusinessjournal.com	Southern Illinoisan
southernhomeseller.com	Southern Illinoisan
southernillinoisan.com	Southern Illinoisan
southernillinoisian.com	Southern Illinoisan
southernville.com	Southern Illinoisan

ANNEX H

Page 30

thesouthern.com	Southern Illinoisan
thesouthern.net	Southern Illinoisan
thesouthern.org	Southern Illinoisan
thesoutherndigital.com	Southern Illinoisan
thesouthernillinoisan.xxx	Southern Illinoisan
thinksouthernillinois.com	Southern Illinoisan
varsitysi.com	Southern Illinoisan
winecountrysi.com	Southern Illinoisan
achristmasstoryindiana.com	Times
ahammondstory.com	Times
buildshoremagazine.com	Times
burhamcommunity.com	Times
calumetcitycommunity.com	Times
cedarlakecommunity.com	Times
chestertoncommunity.com	Times
cretecommunity.com	Times
crownpointcommunity.com	Times
demottecommunity.com	Times
doltoncommunity.com	Times
dunelandcommunity.com	Times
dyercommunity.com	Times
eastchicagocommunity.com	Times
garycommunity.com	Times
griffithcommunity.com	Times
hammondcommunity.net	Times
hbanwionline.com	Times
hbanwiparadeofhomes.com	Times
hbaofnwi.com	Times
hbaofnwionline.com	Times
hebroncommunity.com	Times
highlandcommunity.net	Times
hobartcommunity.com	Times
iloveham.org	Times
iluvham.org	Times
indianastory.com	Times
koutscommunity.com	Times
lakecountycommunity.com	Times
lakemichiganparent.com	Times
lakesofthe4seasonscommunity.com	Times
lakesofthefourseasonscommunity.com	Times
lakestationcommunity.com	Times

ANNEX H

Page 31

lansingcommunity.net	Times
laportecommunity.com	Times
laportecountycommunity.com	Times
lowellcommunity.net	Times
m.nwitimes.com	Times
merrillvillecommunity.com	Times
michigancitycommunity.com	Times
munstercommunity.com	Times
mynwitimes.com	Times
nwi.com	Times
nwibargains.com	Times
nwibidandbuy.com	Times
nwicommunities.com	Times
nwicommunity.com	Times
nwifoodbank5k.org	Times
nwihome.com	Times
nwihomeandgardenshow.com	Times
nwihomes.com	Times
nwihometour.com	Times
nwihousingalliance.com	Times
nwihousingforum.com	Times
nwiindex.com	Times
nwioneregiononevision.com	Times
nwiparadeofhomes.com	Times
nwipets.com	Times
nwipreps.com	Times
nwiprepsports.com	Times
nwiprepzone.com	Times
nwirealty.com	Times
nwitalks.com	Times
nwitimes.com	Times
nwitimes.tv	Times
nwitimes.xxx	Times
nwivoices.com	Times
nwiwomenswisdom.com	Times
portagecommunity.com	Times
portercountycommunity.com	Times
saukvillagecommunity.com	Times
scherervillecommunity.com	Times
sherervillecommunity.com	Times
shorebrideonline.com	Times

ANNEX H

Page 32

shorebridesonline.com	Times
shorelakemichigan.com	Times
shorewoodforrestcommunity.com	Times
southhollandcommunity.com	Times
southshorepreps.com	Times
southshorevoice.com	Times
southwestmiparent.com	Times
spreadthelovepeanutbutter.org	Times
stjohncommunity.com	Times
swmparent.com	Times
theshoremagazine.com	Times
thetimesonline.com	Times
thorntoncommunity.com	Times
timescapsule.com	Times
timescareandshare.com	Times
timescars.com	Times
timesemployment.com	Times
timeshomes.com	Times
timeshomeseller.com	Times
timespreps.com	Times
timeswheelsforyou.com	Times
timeswork.com	Times
vacationshoremagazine.com	Times
valparaisocommunity.com	Times
valpocommunity.com	Times
visitshore.com	Times
visitshoremagazine.com	Times
vivalostiempos.com	Times
vivanwi.com	Times
vivathetimes.com	Times
westvillecommunity.com	Times
wheelercommunity.com	Times
whitethornewoodscommunity.com	Times
whitingcommunity.net	Times
yournwi.com	Times
yoursouthshore.com	Times
m.thetandd.com	Times
scwheelsforyou.com	Times and Democrat
thebulldogzone.com	Times and Democrat
thetandd.com	Times and Democrat
thetandd.xxx	Times and Democrat

ANNEX H

Page 33

timesanddemocrat.com	Times and Democrat
m.magicvalley.com	Times-News
magicvalley.com	Times-News
magicvalley.xxx	Times-News
times-newsonline.com	Times-News
blackhawkmania.com	Waterloo Courier
btruemag.com	Waterloo Courier
cedarfallsbluezone.com	Waterloo Courier
cedarvalleybluezone.com	Waterloo Courier
cedarvalleyinclusion.com	Waterloo Courier
cedarvalleyjobs.com	Waterloo Courier
cedarvalleyparadeofhomes.com	Waterloo Courier
cedarvalleyparadeofhomes.net	Waterloo Courier
cedarvalleypreps.com	Waterloo Courier
courierwheelsforyou.com	Waterloo Courier
cvbluezone.com	Waterloo Courier
cvbusinessmonthly.com	Waterloo Courier
cv-hg.com	Waterloo Courier
cvinclusion.com	Waterloo Courier
cvparadeofhomes.com	Waterloo Courier
cvparadeofhomes.net	Waterloo Courier
cvpulse.com	Waterloo Courier
cyclonemania.com	Waterloo Courier
m.wcfcourier.com	Waterloo Courier
pantherillustrated.com	Waterloo Courier
pantherillustrated.net	Waterloo Courier
panthermania.net	Waterloo Courier
waterloobluezone.com	Waterloo Courier
waterloocedarfallsia.com	Waterloo Courier
waterloocourier.com	Waterloo Courier
wcfcourier.com	Waterloo Courier
wcfcourier.xxx	Waterloo Courier
m.winonadailynews.com	Winona Daily News
winonadailynews.com	Winona Daily News
winonadailynews.xxx	Winona Daily News

ANNEX H

Page 34

3. Mastheads:

Newspaper Name	Masthead
Albany Democrat-Herald
Beatrice Daily Sun
Billings Gazette
Casper Star-Tribune
Columbus Telegram
Corvallis Gazette-Times
Elko Daily Free Press
Fremont Tribune
Globe Gazette

ANNEX H

Page 35

Herald & Review
Independent Record
Journal Gazette & Times-Courier
La Crosse Tribune
Lincoln Journal Star
Missoulian
Muscatine Journal
Quad-City Times
Rapid City Journal

ANNEX H

Page 36

Ravalli Republic
Sioux City Journal
The Bismarck Tribune
The Chippewa Herald
The Citizen
The Courier
The Daily News
The Journal Times
The Ledger Independent
The Montana Standard

ANNEX H

Page 37

The Post-Star
The Sentinel (Carlisle)
The Southern Illinoisan
The Times
The Times and Democrat
The Times-News
Winona Daily News

4. Mobile/Tablet Applications:

Newspaper	Mobile Application	Platform/Device
Albany Democrat-Herald	Democrat Herald	Android
Albany Democrat-Herald	Democrat Herald	iPhone
Beatrice Daily Sun	Beatrice Daily Sun	iPhone
Billings Gazette	Billings – The Gazette	Kindle
Billings Gazette	Billings Gazette	Android
Billings Gazette	Billings Gazette	iPad
Billings Gazette	Billings Gazette	iPhone
Billings Gazette	Cat-Griz Insider	Android
Billings Gazette	GazPrepSports Billings Gazette	Android
Billings Gazette	Inside Yellowstone	iPhone

ANNEX H

Page 38

Bismarck Tribune	Bismarck Tribune	Android
Bismarck Tribune	Bismarck Tribune	iPhone
Casper Star-Tribune	Casper Star Tribune	Android
Casper Star-Tribune	Pokes: Casper Star Tribune	Android
Casper Star-Tribune	Trib.com	Android
Casper Star-Tribune	Trib.com	iPhone
Casper Star-Tribune	WyoVarsity Sports	Android
Columbus Telegram	Columbus Telegram	iPhone
Corvallis Gazette-Times	Beavers Sports	Android
Corvallis Gazette-Times	Gazette Times	Android
Corvallis Gazette-Times	Gazette Times	iPhone
Elko Daily Free Press	Elko Daily Free Press	iPhone
Fremont Tribune	Fremont Tribune	iPhone
Globe Gazette	Globe Gazette	iPhone
Globe Gazette	North Iowa Preps	Android
Herald & Review	Decatur – Herald Review	Kindle
Herald & Review	Herald Review	iPhone
Herald & Review	Herald-Review.com	Android
Herald & Review	HR Illini	Android
Herald & Review	HRprep Sports	Android
Independent Record	Helena Independent Record	iPhone
Journal Gazette & Times-Courier	Journal Gazette/Times-Courier	iPhone
La Crosse Tribune	La Crosse - LaCrosse Trib	Kindle
La Crosse Tribune	La Crosse Tribune	Android
La Crosse Tribune	La Crosse Tribune for iPad	iPad
La Crosse Tribune	Lacrosse Tribune	iPhone
Lebanon Express	Lebanon Express	Android
Lebanon Express	Lebanon Express	iPhone
Lincoln Journal Star	Husker Extra	Android
Lincoln Journal Star	Journal Star	Android
Lincoln Journal Star	Journal Star	iPhone
Lincoln Journal Star	Lincoln Journal Star for iPad	iPad
Lincoln Journal Star	Lincoln Journal Star Prep Extra	Android
Missoulian	GrizSports	Android
Missoulian	GrizSports for iPhone by The Missoulian	iPhone
Missoulian	Missoula Prep Sports for iPhone	iPhone
Missoulian	MissoulaPrep Sports	Android
Missoulian	Missoulian	Android
Missoulian	Missoulian	iPhone

ANNEX H

Page 39

Muscatine Journal	Muscatine Journal	iPhone
Quad-City Times	Davenport - QC Times	Kindle
Quad-City Times	QC Times for iPad	iPad
Quad-City Times	QC Varsity: Quad-City Times	Android
Quad-City Times	QCTimes	Android
Quad-City Times	QCTimes News	iPhone
Rapid City Journal	Rapid City Journal	Android
Rapid City Journal	Rapid City Journal	iPhone
Ravalli Republic	Ravalli Republic	iPhone
Sioux City Journal	Sioux City Journal	Android
Sioux City Journal	Sioux City Journal	iPhone
Sioux City Journal	Siouxland Preps	Android
Sioux City Journal	Siouxland: Prep Sports	iPhone
The Chippewa Herald	The Chippewa Herald	iPhone
The Citizen	The Citizen: Local news for Auburn, NY	iPhone
The Courier	Cedar Valley SportZone	Android
The Courier	UNI CatStats	Android
The Courier	WCF Courier	Android
The Courier	WCF Courier	iPhone
The Daily News	TDN Prep Sports	Android
The Daily News	TDN Prep Sports for iPhone	iPhone
The Daily News	The Daily News of Longview, WA	iPhone
The Journal Times	Journal Times	Android
The Journal Times	Journal Times	iPhone
The Ledger Independent	The Ledger-Independent	iPhone
The Montana Standard	The Montana Standard	iPhone
The Post-Star	Post Star	Android
The Post-Star	Post Star	iPhone
The Sentinel	The Sentinel Varsity	Android
The Sentinel	The Sentinel: Local news for Carlisle, PA	iPhone
The Southern Illinoisan	Saluki Mania	Android
The Southern Illinoisan	SI Varsity Sports	Android
The Southern Illinoisan	The Southern	Android
The Southern Illinoisan	The Southern	iPhone
The Times	NWI Times	iPhone
The Times	NWI.com	Android
The Times	nwiPrep Sports	Android

ANNEX H

Page 40

The Times	The Northwest Indiana	iPad
	Times for iPad
The Times and Democrat	The Times & Democrat	iPhone
The Times-News	Times-News	Android
	MagicValley.com
The Times-News	Times-News	iPhone
	MagicValley.com
Winona Daily News	Winona Daily News	Android
Winona Daily News	Winona Daily News	iPhone

5. Trade Names:

Registrant	Jurisdiction	Trade Name	SOS File No.	Expiration
INN Partners, L.C.	IA	Townnews.com	190119	No expiry
Lee Enterprises, Incorporated	IA	Bettendorf News	48346	No expiry
		LeeLocal
		Muscatine Journal	48346	No expiry
		Classic Images	48346	No expiry
		Films of the Golden Age
		Quad-City Times	48346	No expiry
		Trico	48346	No expiry
		Tri-State Neighbor
		Trico Communications
		Iowa Farmer Today
		QC Thrifty Nickel
		Truck n’ Tractor
		North Iowa Media Group

ANNEX H

Page 41

		Globe Gazette	48346	No expiry
		The Mason City Shopper	48346	No expiry
		Mason City Globe Gazette
Lee Publications, Inc.	IA	Waterloo-Cedar Falls Courier	270382	No expiry
		Courier Communications
		Winnebago/Hancock Shopper
Sioux City Newspapers, Inc.	IA	Sioux City Journal
		The Siouxland Weekly Shopper’s Guide
Lee Publications, Inc.	ID	The Times-News	D20936	No expiry
		The Prairie Star
Lee Enterprises, Incorporated	IL	William Street Press
INN Partners, L.C.	IL	INN Partners, L.L.C.	712558	5/1/2015
		Townnews.com	712558	5/1/2015
Lee Publications, Inc.	IL	Journal Gazette
	IL	JG-TC.com
	IL	Times-Courier
Lee Enterprises, Incorporated	IL	The Southern Illinoisan
	IL	Herald & Review
	IL	Herald-Review.com
Lee Publications, Inc.	IN	The Times

ANNEX H

Page 42

	IN	The Times Media Company	2002-092-600016	No expiry
	IN	The Times of Northwest Indiana
	IN	nwitimes.com
Lee Publications, Inc.	KY	The Ledger Independent
Lee Enterprises, Incorporated	MN	Farm & Ranch Guide
	MN	Houston County News
	MN	La Crosse Tribune	131753	12/31/2014
	MN	Minnesota Farm Guide
	MN	Winona Daily News
	MN	Tri-State Neighbor
Lee Enterprises, Incorporated	MT	Montana Standard	A028348	11/8/2016
	MT	Ravalli Republic
	MT	The Valley Post	A175212	2/10/2015
	MT	Farm & Ranch Guide
	MT	Mini Nickel
	MT	mininickel.com
	MT	Billings Gazette	A028349	11/8/2016
	MT	Billings Gazette Communications	A089550	9/14/2016
	MT	Thrifty Nickel	A024259	9/10/2015
	MT	Magic City Magazine
	MT	The Prairie Star
	MT	Independent Record

ANNEX H

Page 43

	MT	Missoulian	A003970	3/18/2018
	MT	Montana Autofinder
	MT	Lee Newspapers of Montana
Lee Enterprises, Incorporated	ND	Bismarck Tribune	19331800	6/28/2018
	ND	The Finder	19331700	6/19/2014
	ND	The Chamber Connection	13762700	1/9/2016
	ND	Dickinson Pennysaver
	ND	Farm & Ranch Guide	16068800	11/27/2016
	ND	Mandan News
	ND	www.Mandan-News.com
	ND	Minnesota Farm Guide
	ND	Pennysaver	4852500	7/17/2014
Journal-Star Printing Co.	NE	Lincoln Journal-Star	1101788	12/7/2020
	NE	JournalStar.com
	NE	Lincoln Journal
Lee Enterprises, Incorporated	NE	Oak Creek Printing & Mailing
	NE	Fremont Tribune
	NE	Livestock Roundup
	NE	Midwest Producer
	NE	Midwest Messenger	660647	9/27/2022
	NE	Schuyler Sun
	NE	Midwest Messenger
		Livestock

ANNEX H

Page 44

	NE	Beatrice Daily Sun
	NE	Columbus Telegram
	NE	The Banner-Press
Lee Publications, Inc.	NV	Elko Daily Free Press
Lee Publications, Inc.	NY	The Citizen
	NY	The Post-Star
	NY	Auburn Citizen
Lee Enterprises, Incorporated	OR	Albany Democrat-Herald
	OR	Mid Valley Media Group
	OR	Mid Valley Newspapers
	OR	Corvallis Gazette-Times
	OR	Lebanon Express
	OR	The Daily News
Lee Publications, Inc.	PA	Shippensburg Sentinel
	PA	The Sentinel
Lee Publications, Inc.	SC	The Times and Democrat
Lee Consolidated Holdings Co.	SD	Rapid City Journal
	SD	Tri-State Neighbor

ANNEX H

Page 45

Lee Publications, Inc.	WA	The Daily News	601248253	No expiry
	WA	Longview Daily News
Lee Enterprises, Incorporated	WI	Chippewa Valley Newspapers
	WI	River Valley Newspaper Group
	WI	The Journal Times
	WI	Dunn County Reminder	N/A	8/24/2015
	WI	Dunn County Shopper	N/A	9/21/2015
	WI	La Crosse Tribune
	WI	Houston County News
	WI	The Chippewa Herald	N/A	9/21/2015
	WI	The Journal Times
	WI	Winona Daily News
	WI	Jackson County Chronicle
	WI	Foxxy Shopper
	WI	Tomah Journal
	WI	Vernon Broadcaster
	WI	Coullee News
	WI	Courier Life
	WI	Westby Times
	WI	Trading Post
Lee Publications, Inc.	WY	Casper Star-Tribune	1991-000- 264-249	1/11/2021
	WY	Casper Journal

ANNEX H

Page 46

WY	CasperJournal.com
WY	Trib.com	1995-000- 299-244	3/27/2015

6. Lee Software and Licenses:

a. Inbound Licenses

REDACTED

ANNEX H

Page 48

b. Proprietary Software Developed by Townnews

REDACTED

ANNEX H

Page 49

c. Proprietary Software by Lee Enterprises Incorporated

REDACTED

d. Escrow Agreements for Software

REDACTED

ANNEX I

SCHEDULE OF PATENTS

NONE

ANNEX J

SCHEDULE OF COPYRIGHTS

In addition to those copyright registrations listed here, individual newspapers may have published books of local significance and may or may not have registered the copyright thereto. These copyrights are of immaterial value to the Assignors and their Subsidiaries taken as a whole.

Our search of the copyright office records includes only those documents available in the online search engine which only includes records created after January 1, 1978.

Our search of the copyright office database may have excluded records owned by an assignor, these copyrights are of immaterial value to the Assignors and their Subsidiaries taken as a whole.

Copyright Claimant	Copyright Title	Publication Date	Registration No.
Lee Enterprises, Incorporated	Lee executive advertising program	12/31/86	PA0000329254
	Building excellent sales teams: account executive orientation program	3/19/99	TXu000748784
	Business newsmakers	8/29/02	TX6000270042
	Leap, leap, leap: Lee executive advertising program	12/31/86	TX0002054802
	TMJ your achy breaky jaw	10/11/92	TX0003546843
	Yellowstone on fire!	8/17/89	TX0002538820
	Golf North Dakota	5/4/94	TX0003810806
	The North Dakota hunting almanac	7/25/94	TX0003919856
	Montana wilderness: discovering the heritage	10/15/84	TX0001462340

ANNEX J

Page 2

After Iowa turnaround, now they call him Hayden the miracle worker	12/20/85	TX0001845993
Campaign might cost Bobb’s C D job	4/14/78	TX0000038792
Finnius and the baby orphan elephant	11/14/05	TX0006306361
Finnius and the Christmas surprise	11/17/04	TX0006160174
Finnius and the Christmas surprise	11/18/04	TX0006196026
Finnius: the tale of a lost little elephant	11/20/03	TX0005904108
Fry, just average as player, was bound “to be a giant”	12/17/85	TX0001845990
Hayden builds winner: Fry overhauls N. Texas State	12/19/85	TX0001845992
License saved, life lost: fake charges, missing records keep bad driver on road	1/24/78	TX0000013311
License tester is suspended: 2nd drunk driving charge	1/24/78	TX0000013312
The Many faces of Hayden Fry	12/15/85	TX0001845994
Mississippi River Bend: oregionality: the best of Eastern Iowa & Western Illinois	9/30/03	TX0005903170

ANNEX J

Page 3

Pentagon halts general’s star: Probe targets Guard chief	5/2/78	TX0000048929
A Plea for help that failed: letter to mayor, police, newspaper, others before slayings	12/5/79	TX0000382177
The Pride of Odessa: he’s a legend, both good and bad	12/16/85	TX0001845989
Priest, others begin to have their doubts	5/2/78	TX0000048928
Roller coaster at SMU: exciting, erratic – but not winner	12/18/85	TX0001845991
“Saint” leaves tangled trail: Miracles and messages from heaven? Doubts uncover financial mysteries	4/30/78	TX0000048926
Widow turns over savings after “heavenly message”	5/1/78	TX0000048927
Market facts, Muscatine	12/1/79	TX0000431746
Market facts, Muscatine, 1979	7/2/79	TX0000331374
Watkins: today and tomorrow, the business of the 90’s	7/11/93	TX0003613199
West Virginia says no, Dempsey to stay at SIUC	12/9/79	TX0000393100
Lewises rule the SIGA.	7/20/92	TX00004010109
Logan women win OT thriller: Lady Vols nip Howard.	3/15/95	TX00004010108
Transportation economizer	10/22/90	TXu000465742
Sioux City: reflections of Siouxland pride	11/27/00	TX0005313685

ANNEX J

Page 4

Rapid City (SD) Journal	1/31/10 (31 issues)	TX0006705158
Rapid City (SD) Journal	2/28/10 (28 issues)	TX0006705159
Rapid City (SD) Journal	3/31/10 (31 issues)	TX0006705160
Rapid City (SD) Journal	4/30/10 (30 issues)	TX0006705161
Rapid City (SD) Journal	5/31/10 (31 issues)	TX0006705162
Rapid City (SD) Journal	01/31/09 (31 issues)	TX0006680136
Rapid City (SD) Journal	02/28/09 (28 issues)	TX0006685658
Rapid City (SD) Journal	03/31/09 (31 issues)	TX0006685659
Rapid City (SD) Journal	4/30/09 (30 issues)	TX0006705020
Rapid City (SD) Journal	5/31/09 (31 issues)	TX0006705019
Rapid City (SD) Journal	6/30/09 (30 issues)	TX0006705018
Rapid City (SD) Journal	7/31/09 (31 issues)	TX0006705017
Rapid City (SD) Journal	8/31/09 (31 issues)	TX0006705016
Rapid City (SD) Journal	9/30/09 (30 issues)	TX0006705012
Rapid City (SD) Journal	10/31/09 (31 issues)	TX0006705013
Rapid City (SD) Journal	11/30/09 (30 issues)	TX0006705014
Rapid City (SD) Journal	12/31/09 (31 issues)	TX0006705015
Rapid City (SD) Journal	1/08 (31 issues)	TX0006664812
Rapid City (SD) Journal	2/08 (29 issues)	TX0006664956
Rapid City (SD) Journal	3/08 (31 issues)	TX0006664955
Rapid City (SD) Journal	4/08 (30 issues)	TX0006679662
Rapid City (SD) Journal	6/08 (30 issues)	TX0006679663

ANNEX J

Page 5

Rapid City (SD) Journal	7/08 (31 issues)	TX0006679666
Rapid City (SD) Journal	8/08 (31 issues)	TX0006679667
Rapid City (SD) Journal	9/08 (30 issues)	TX0006679376
Rapid City (SD) Journal	10/08 (31 issues)	TX0006679661
Rapid City (SD) Journal	11/08 (30 issues)	TX0006679375
Rapid City (SD) Journal	12/08 (31 issues)	TX0006679374
Rapid City (SD) Journal	1/07 (31 issues)	TX0006779980
Rapid City (SD) Journal	2/07 (28 issues)	TX0006779981
Rapid City (SD) Journal	3/07 (31 issues)	TX0006779984
Rapid City (SD) Journal	4/07 (30 issues)	TX0006647429
Rapid City (SD) Journal	5/07 (31 issues)	TX0006779983
Rapid City (SD) Journal	6/07 (30 issues)	TX0006779982
Rapid City (SD) Journal	7/07 (31 issues)	TX0006647562
Rapid City (SD) Journal	8/07 (31 issues)	TX0006646955
Rapid City (SD) Journal	9/07 (30 issues)	TX0006646954
Rapid City (SD) Journal	10/07 (31 issues)	TX0006646974
Rapid City (SD) Journal	12/07 (31 issues)	TX0006664811
Rapid City (SD) Journal	9/05 (30 issues)	TX0006331242
Rapid City (SD) Journal	8/05 (31 issues)	TX0006332298
Rapid City (SD) Journal	10/05 (31 issues)	TX0006313841
Rapid City (SD) Journal	11/05 (30 issues)	TX0006313867

ANNEX J

Page 6

Rapid City (SD) Journal	12/05 (31 issues)	TX0006349960
Rapid City (SD) Journal	1/06 (31 issues)	TX0006349949
Rapid City (SD) Journal	2/06 (28 issues)	TX0006379230
Rapid City (SD) Journal	3/06 (31 issues)	TX0006411153
Rapid City (SD) Journal	4/06 (30 issues)	TX0006422134
Rapid City (SD) Journal	5/06 (31 issues)	TX0006422135
Rapid City (SD) Journal	6/06 (30 issues)	TX0006436517
Rapid City (SD) Journal	7/06 (31 issues)	TX0006479979
Rapid City (SD) Journal	8/06 (31 issues)	TX0006479980
Rapid City (SD) Journal	9/06 (30 issues)	TX0006511628
Rapid City (SD) Journal	10/06 (31 issues)	TX0006511627
Rapid City (SD) Journal	11/06 (30 issues)	TX0006550587
Rapid City (SD) Journal	12/06 (31 issues)	TX0006550586
Rapid City (SD) Journal	9/04 (30 issues)	TX0006093159
Rapid City (SD) Journal	10/04 (31 issues)	TX0006093165
Rapid City (SD) Journal	11/04 (30 issues)	TX0006128325
Rapid City (SD) Journal	1/05 (31 issues)	TX0006128292
Rapid City (SD) Journal	12/04 (31 issues)	TX0006150102

ANNEX J

Page 7

Rapid City (SD) Journal	2/05 (28 issues)	TX0006172226
Rapid City (SD) Journal	3/05 (31 issues)	TX0006206928
Rapid City (SD) Journal	4/05 (30 issues)	TX0006210873
Rapid City (SD) Journal	5/05 (31 issues)	TX0006210728
Rapid City (SD) Journal	6/05 (30 issues)	TX0006210811
Rapid City (SD) Journal	7/05 (31 issues)	TX0006210810
Rapid City (SD) Journal	8/03 (31 issues)	TX0005874165
Rapid City (SD) Journal	9/03 (30 issues)	TX0005874152
Rapid City (SD) Journal	1/04 (31 issues)	TX0005964152
Rapid City (SD) Journal	2/04 (29 issues)	TX0005964153
Rapid City (SD) Journal	10/03 (31 issues)	TX0005970898
Rapid City (SD) Journal	11/03 (30 issues)	TX0005970902
Rapid City (SD) Journal	12/03 (31 issues)	TX0005970900
Rapid City (SD) Journal	3/04 (31 issues)	TX0006018354
Rapid City (SD) Journal	4/04 (30 issues)	TX0006018357
Rapid City (SD) Journal	5/04 (31 issues)	TX0006018367
Rapid City (SD) Journal	6/04 (30 issues)	TX0006033121
Rapid City (SD) Journal	7/04 (31 issues)	TX0006075048

ANNEX J

Page 8

Rapid City (SD) Journal	8/04 (31 issues)	TX0006075040
Rapid City (SD) Journal	2/03 (28 issues)	TX0005729476
Rapid City (SD) Journal	3/03 (31 issues)	TX0005899928
Rapid City (SD) Journal	4/03 (30 issues)	TX0005899929
Rapid City (SD) Journal	5/03 (31 issues)	TX0005806798
Rapid City (SD) Journal	6/03 (30 issues)	TX0005809563
Rapid City (SD) Journal	7/03 (31 issues)	TX0005809505
Rapid City (SD) Journal	7/02 (31 issues)	TX0005803665
Rapid City (SD) Journal	8/02 (31 issues)	TX0005803666
Rapid City (SD) Journal	1/97 (31 issues)	TX0005248501
Rapid City (SD) Journal	2/97 (28 issues)	TX0005243019
Rapid City (SD) Journal	3/97 (31 issues)	TX0005248502
Rapid City (SD) Journal	4/97 (30 issues)	TX0005243021
Rapid City (SD) Journal	5/97 (31 issues)	TX0005248506
Rapid City (SD) Journal	9/00 (30 issues)	TX0005298888
Rapid City (SD) Journal	10/00 (31 issues)	TX0005298890
Rapid City (SD) Journal	12/00 (31 issues)	TX0005298889
Rapid City (SD) Journal	1/01 (31 issues)	TX0005298892

ANNEX J

Page 9

Rapid City (SD) Journal	2/01 (28 issues)	TX0005312560
Rapid City (SD) Journal	3/01 (31 issues)	TX0005321466
Rapid City (SD) Journal	11/00 (30 issues)	TX0005355345
Rapid City (SD) Journal	4/01 (30 issues)	TX0005355327
Rapid City (SD) Journal	5/01 (31 issues)	TX0005355334
Rapid City (SD) Journal	6/01 (30 issues)	TX0005388852
Rapid City (SD) Journal	9/99 (30 issues)	TX0005022687
Rapid City (SD) Journal	9/99 (30 issues)	TX0005164206
Rapid City (SD) Journal	10/99 (31 issues)	TX0005164204
Rapid City (SD) Journal	11/99 (30 issues)	TX0005164207
Rapid City (SD) Journal	12/99 (31 issues)	TX0005164202
Rapid City (SD) Journal	01/00 (31 issues)	TX0005164200
Rapid City (SD) Journal	02/00 (29 issues)	TX0005164201
Rapid City (SD) Journal	03/00 (31 issues)	TX0005174072
Rapid City (SD) Journal	04/00 (30 issues)	TX0005174061
Rapid City (SD) Journal	05/11 (31 issues)	TX0005174060
Rapid City (SD) Journal	06/00 (30 issues)	TX0005174064
Rapid City (SD) Journal	07/00 (31 issues)	TX0005193662

ANNEX J

Page 10

Rapid City (SD) Journal	08/00 (31 issues)	TX0005193665
Rapid City (SD) Journal	09/98 (30 issues)	TX0004836940
Rapid City (SD) Journal	10/98 (31 issues)	TX0004861595
Rapid City (SD) Journal	11/98 (30 issues)	TX0004861596
Rapid City (SD) Journal	02/99 (28 issues)	TX0004887992
Rapid City (SD) Journal	12/98 (31 issues)	TX0004894408
Rapid City (SD) Journal	12/98 (31 issues)	TX0004903323
Rapid City (SD) Journal	01/99 (31 issues)	TX0005000307
Rapid City (SD) Journal	03/99 (31 issues)	TX0005000306
Rapid City (SD) Journal	04/99 (30 issues)	TX0004986807
Rapid City (SD) Journal	05/99 (31 issues)	TX0004948842
Rapid City (SD) Journal	06/99 (30 issues)	TX0004054791
Rapid City (SD) Journal	07/99 (31 issues)	TX0003767473
Rapid City (SD) Journal	08/99 (31 issues)	TX0005028475
Rapid City (SD) Journal	10/97 (31 issues)	TX0004602223
Rapid City (SD) Journal	11/97 (30 issues)	TX0004616468
Rapid City (SD) Journal	12/97 (31 issues)	TX0004616473
Rapid City (SD) Journal	01/98 (31 issues)	TX0004637999

ANNEX J

Page 11

	Rapid City (SD) Journal	02/98 (28 issues)	TX0004710215
	Rapid City (SD) Journal	03/98 (31 issues)	TX0004710237
	Rapid City (SD) Journal	04/98 (30 issues)	TX0004726279
	Rapid City (SD) Journal	05/98 (31 issues)	TX0004786544
	Rapid City (SD) Journal	06/98 (30 issues)	TX0004786543
	Rapid City (SD) Journal	07/98 (31 issues)	TX0004786545
	Rapid City (SD) Journal	08/98 (31 issues)	TX0004786542
	Rapid City (SD) Journal	06/97 (30 issues)	TX0004545011
	Rapid City (SD) Journal	07/97 (31 issues)	TX0004552196
	Rapid City (SD) Journal	08/97 (31 issues)	TX0004598840
	Rapid City (SD) Journal	06/97 (30 issues)	TX0004578177
	Rapid City (SD) Journal	09/97 (30 issues)	TX0004578174
Muscatine Journal, division of Lee Enterprises, Incorporated	A pictorial history of Muscatine, Iowa	4/20/92	TX0003465483
Lee Enterprises, Incorporated d.b.a. Winona (MN) Daily News	Pieces of the past: celebrating Winonas first 150 years	9/19/01	TX0005528173

SEE EXHIBITS J-1 and J-2 ATTACHED HERETO.

ANNEX K

GRANT OF SECURITY INTEREST

IN UNITED STATES TRADEMARKS

FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, [NAME OF GRANTOR], a             (the “Grantor”) with principal offices at             ,             hereby grants to JPMORGAN CHASE BANK, N.A., as Collateral Agent, with principal offices at             (the “Grantee”), for the benefit of the Secured Creditors, a continuing security interest in the Grantor’s Collateral, including all of the Grantor’s right, title and interest in, to and under (i) the Marks including but not limited to those set forth on Schedule A attached hereto and, (ii) all Proceeds and products of, and all accessions to, substitutions and replacements for, and rents, profits and products of the Marks. Capitalized terms used herein without definition are used as defined in the Collateral Agreement referred to below.

Grantor authorizes and requests that the U.S. Patent and Trademark Office and any other applicable government officer record this Grant.

THIS GRANT is made to secure the satisfactory performance and payment of all the Obligations of the Grantor pursuant to the Guarantee and Collateral Agreement among the Grantor, the other assignors from time to time party thereto and the Grantee, dated as of March 31, 2014 (as amended, modified, restated and/or supplemented from time to time, the “Collateral Agreement”). Upon the occurrence of the Termination Date, and receipt of a written request, the Grantee shall release the security interest in the Marks acquired under this Grant pursuant to the terms of the Collateral Agreement.

This Grant has been granted in conjunction with the security interest granted to the Grantee under the Collateral Agreement. The rights and remedies of the Grantee with respect to the security interest granted herein are as set forth in the Collateral Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this Grant are deemed to conflict with the Collateral Agreement, the provisions of the Collateral Agreement shall govern.

This Agreement and the rights and obligation of the parties hereunder shall be construed in accordance with and be governed by the laws of the State of New York.

[Remainder of this page intentionally left blank; signature page follows]

ANNEX K

Page 2

IN WITNESS WHEREOF, the undersigned have executed this Grant as of the             day of             ,             .

[NAME OF GRANTOR], Grantor
By:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Collateral Agent and Grantee
By:
	Name:
	Title:
By:
	Name:
	Title:

ANNEX K

Page 3

STATE OF	)
	)	ss.:
COUNTY OF	)

On this             day of             ,             , before me personally came             who, being by me duly sworn, did state as follows: that [s] he is             of [Name of Grantor], that [s] he is authorized to execute the foregoing Grant on behalf of said             and that [s] he did so by authority of the [Board of Directors] of said             .

                Notary Public

ANNEX K

Page 4

SCHEDULE A

MARK REG. NO. REG. DATE

ANNEX L

GRANT OF SECURITY INTEREST

IN UNITED STATES PATENTS

FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, [Name of Grantor], a                           (the “Grantor”) with principal offices at             , hereby grants to [                    ], as Collateral Agent, with principal offices at                     , (the “Grantee”), a continuing security interest in (i) all of the Grantor’s rights, title and interest in, to and under the United States patents (the “Patents”) set forth on Schedule A attached hereto, in each case together with (ii) all Proceeds (as such term is defined in the Collateral Agreement referred to below) and products of the Patents, and (iii) all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same.

THIS GRANT is made to secure the satisfactory performance and payment of all the Obligations of the Grantor, as such term is defined in the Guarantee and Collateral Agreement among the Grantor, the other assignors from time to time party thereto and the Grantee, dated as of March 31, 2014 (as amended, modified, restated and/or supplemented from time to time, the “Collateral Agreement”). Upon the occurrence of the Termination Date (as defined in the Collateral Agreement), the Grantee shall execute, acknowledge, and deliver to the Grantor an instrument in writing releasing the security interest in the Patents acquired under this Grant.

This Grant has been granted in conjunction with the security interest granted to the Grantee under the Collateral Agreement. The rights and remedies of the Grantee with respect to the security interest granted herein are as set forth in the Collateral Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this Grant are deemed to conflict with the Collateral Agreement, the provisions of the Collateral Agreement shall govern.

[Remainder of this page intentionally left blank; signature page follows]

ANNEX L

Page 2

IN WITNESS WHEREOF, the undersigned have executed this Grant as of the              day of             ,             .

[NAME OF GRANTOR], Grantor
By:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Collateral Agent and Grantee
By:
	Name:
	Title:
By:
	Name:
	Title:

ANNEX L

Page 3

STATE OF	)
	)	ss.:
COUNTY OF	)

On this             day of             ,             , before me personally came             who, being by me duly sworn, did state as follows: that [s]he is             of [Name of Grantor], that [s]he is authorized to execute the foregoing Grant on behalf of said             and that [s]he did so by authority of the Board of Directors of said             .

Notary Public

ANNEX L

Page 4

SCHEDULE A

PATENT PATENT NO. ISSUE DATE

ANNEX M

GRANT OF SECURITY INTEREST

IN UNITED STATES COPYRIGHTS

WHEREAS, [NAME OF GRANTOR], a             (the “Grantor”), having its chief executive office             ,             is the owner of all right, title and interest in and to the United States copyrights and associated United States copyright registrations and applications for registration set forth in Schedule A attached hereto;

WHEREAS, JPMORGAN CHASE BANK, N.A., as Collateral Agent, with principal offices at             , (the “Grantee”), desires to acquire a security interest in the Copyrights owned by Grantor, including said copyrights and copyright registrations and applications therefor; and

WHEREAS, the Grantor is willing to grant to the Grantee a security interest in and lien upon the Copyrights, including those and copyright registrations and applications therefor described above.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and subject to the terms and conditions of the Guarantee and Collateral Agreement, dated as of March 31, 2014, made by the Grantor, the other assignors from time to time party thereto and the Grantee (as amended, modified, restated and/or supplemented from time to time, the “Collateral Agreement”), the Grantor hereby assigns to the Grantee as collateral security, and grants to the Grantee a continuing security interest in, to and under the Copyrights owned by Grantor, including the copyright registrations and applications therefor set forth in Schedule A attached hereto, for the benefit of Secured Creditors.

Grantor authorizes and requests that the Register of Copyrights and any other applicable government officer record this Grant.

Upon the occurrence of the Termination Date, and upon receipt of a written request, the Grantee shall release the security interest in the Copyrights acquired under this Grant pursuant to the terms of the Collateral Agreement.

This Grant has been granted in conjunction with the security interest granted to the Grantee under the Collateral Agreement. The rights and remedies of the Grantee with respect to the security interest granted herein are as set forth in the Collateral Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this Grant are deemed to conflict with the Collateral Agreement, the provisions of the Collateral Agreement shall govern. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Collateral Agreement.

This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of the State of New York.

[Remainder of this page intentionally left blank; signature page follows]

ANNEX M

Page 2

IN WITNESS WHEREOF, the undersigned have executed this Grant as of the             day of             ,             .

[NAME OF GRANTOR], Grantor
By:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Collateral Agent and Grantee
By:
	Name:
	Title:
By:
	Name:
	Title:

ANNEX M

Page 3

STATE OF	)
	)	ss.:
COUNTY OF	)

On this             day of             ,             , before me personally came             , who being duly sworn, did depose and say that [s]he is             of [Name of Grantor], that [s]he is authorized to execute the foregoing Grant on behalf of said corporation and that [s]he did so by authority of the Board of Directors of said corporation.

Notary Public

ANNEX M

Page 4

SCHEDULE A

COPYRIGHT REG. NO. REG. DATE

ANNEX N

SCHEDULE OF STOCK

1. Lee Enterprises, Incorporated

Name of Issuing Corporation	Type of Shares	Number of Shares	Certificate No.	Percentage Owned	Sub-clause of Section 1.1(b) of Guarantee and Collateral Agreement
Journal-Star Printing Co.	Common	1,000	2	100%	(i)
Accudata, Inc.	Common	1,000	1	100%	(i)
K. Falls Basin Publishing, Inc.	Common	666 2/3	7	100%	(i)
Lee Consolidated Holdings Co.	Common	250	1	100%	(i)
Lee Publications, Inc.	Class A Common; Class B Common	157,149; 17,415	1091; 27	100%	(i)
ThePort Network, Inc.	Series A Preferred	1,666,667	A-41	6.21598%*	(i)
ThePort Network, Inc.	Series B Preferred	3,030,303	B-3	12.12121%*	(i)

* Lee Enterprises, Incorporated owns 8.39868% of all the issued and outstanding shares of ThePort Network, Inc.

2. INN Partners, L.C.

Name of Issuing Corporation	Type of Shares	Number of Shares	Certificate No.	Percentage Owned	Sub-clause of Section 1.1(b) of Guarantee and Collateral Agreement
RealMatch, LTD.	Common	184,236	Not Indicated	Less than 50%	(i)
RealMatch, LTD.	Common	27,778	Not Indicated	Less than 50%	(i)

ANNEX N

Page 2

3. Lee Publications, Inc.

Name of Issuing Corporation	Type of Shares	Number of Shares	Certificate No.	Percentage Owned	Sub-clause of Section 1.1(b) of Guarantee and Collateral Agreement
Lee Procurement Solutions Co.	Common	50,000	5	100%	(i)
Sioux City Newspapers, Inc.	Class A Common; Class B Common	7272; 7575	16 & 17 8 & 9	100% 100%	(i)
Pulitzer Inc.	Common	1,000	3	100%	(i)

ANNEX O

SCHEDULE OF NOTES

1. Lee Enterprises, Incorporated

Amount*	Maturity Date	Obligor	Sub-clause of Section 1.1(b) of Security Agreement
$1,452,000,000	Demand	Lee Publications, Inc.	(v)
$264,000,000	June 30, 2017	Lee Publications, Inc.	(v)
$59,300,000	June 30, 2017	Lee Publications, Inc.	(v)
$1,290,485.27	June 30, 2017	INN Partners, L.C.	(v)

2. Lee Consolidated Holdings, Co.

Amount*	Maturity Date	Obligor	Sub-clause of Section 1.1(b) of Security Agreement
$419,337,403	June 30, 2017	Lee Enterprises, Incorporated	(v)

3. Lee Publications, Inc.

Amount*	Maturity Date	Obligor	Sub-clause of Section 1.1(b) of Security Agreement
$59,300,000	June 30, 2017	Sioux City Newspapers, Inc.	(v)

* Original principal amount.

ANNEX P

SCHEDULE OF LIMITED LIABILITY COMPANY INTERESTS

1. Accudata, Inc.

Name of Issuing Limited Liability Company	Type of Interest	Percentage Owned	Sub-clause of Section 1.1(b) of Security Agreement
Community Distribution Partners, LLC	LLC	50%	(iv)
INN Partners, L.C.	LLC	82.46%	(iv)

ANNEX Q

SCHEDULE OF PARTNERSHIP INTERESTS

NONE

ANNEX R

FORM OF AGREEMENT REGARDING UNCERTIFICATED SECURITIES, LIMITED

LIABILITY COMPANY INTERESTS AND PARTNERSHIP INTERESTS

AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of [            , 20    ], among the undersigned Assignor (the “Assignor”),             , not in its individual capacity but solely as Collateral Agent (the “Assignee”), and [            ], as the issuer of the Uncertificated Securities, Limited Liability Company Interests and/or Partnership Interests (each as defined below) (the “Issuer”).

W I T N E S S E T H :

WHEREAS, the Assignor, certain of its affiliates and the Assignee have entered into a Guarantee and Collateral Agreement, dated as of March 31, 2014 (as amended, modified, restated and/or supplemented from time to time, the “Collateral Agreement”), under which, among other things, in order to secure the payment of the Obligations (as defined in the Collateral Agreement), the Assignor has or will pledge to the Assignee for the benefit of the Secured Creditors (as defined in the Collateral Agreement), and grant a security interest in favor of the Assignee for the benefit of the Secured Creditors in, all of the right, title and interest of the Assignor in and to any and all [“uncertificated securities” (as defined in Section 8-102(a)(18) of the Uniform Commercial Code, as adopted in the State of New York) (“Uncertificated Securities”)] [Partnership Interests (as defined in the Collateral Agreement)] [Limited Liability Company Interests (as defined in the Collateral Agreement)], from time to time issued by the Issuer, whether now existing or hereafter from time to time acquired by the Assignor (with all of such [Uncertificated Securities] [Partnership Interests] [Limited Liability Company Interests] being herein collectively called the “Issuer Pledged Interests”); and

WHEREAS, the Assignor desires the Issuer to enter into this Agreement in order to perfect the security interest of the Assignee under the Collateral Agreement in the Issuer Pledged Interests, to vest in the Assignee control of the Issuer Pledged Interests and to provide for the rights of the parties under this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. The Assignor hereby irrevocably authorizes and directs the Issuer, and the Issuer hereby agrees, to comply with any and all instructions and orders originated by the Assignee (and its successors and assigns) regarding any and all of the Issuer Pledged Interests without the further consent by the registered owner (including the Assignor), and, following its

ANNEX R

Page 2

receipt of a notice from the Assignee stating that the Assignee is exercising exclusive control of the Issuer Pledged Interests, not to comply with any instructions or orders regarding any or all of the Issuer Pledged Interests originated by any person or entity other than the Assignee (and its successors and assigns) or a court of competent jurisdiction.

2. The Issuer hereby certifies that (i) no notice of any security interest, lien or other encumbrance or claim affecting the Issuer Pledged Interests (other than the security interest of the Assignee) has been received by it, and (ii) the security interest of the Assignee in the Issuer Pledged Interests has been registered in the books and records of the Issuer.

3. The Issuer hereby represents and warrants that (i) the pledge by the Assignor of, and the granting by the Assignor of a security interest in, the Issuer Pledged Interests to the Assignee, for the benefit of the Secured Creditors, does not violate the charter, by-laws, partnership agreement, membership agreement or any other agreement governing the Issuer or the Issuer Pledged Interests, and (ii) the Issuer Pledged Interests consisting of capital stock of a corporation are fully paid and nonassessable.

4. All notices, statements of accounts, reports, prospectuses, financial statements and other communications to be sent to the Assignor by the Issuer in respect of the Issuer will also be sent to the Assignee at the following address:

Attention:                                 

Telephone No.:                         

Telecopier No.:                             

5. Following its receipt of a notice from the Assignee stating that the Assignee is exercising exclusive control of the Issuer Pledged Interests and until the Assignee shall have delivered written notice to the Issuer that all of the Obligations have been paid in full and this Agreement is terminated, the Issuer will send any and all redemptions, distributions, interest or other payments in respect of the Issuer Pledged Interests from the Issuer for the account of the Assignee only by wire transfers to such account as the Assignee shall instruct.

6. Except as expressly provided otherwise in Sections 4 and 5, all notices, instructions, orders and communications hereunder shall be sent or delivered by mail, telegraph, telex, telecopy, cable or overnight courier service and all such notices and communications shall, when mailed, telexed, telecopied, cabled or sent by overnight courier, be effective when deposited in the mails or delivered to overnight courier, prepaid and properly addressed for delivery on such or the next Business Day, or sent by telex or telecopier, except that notices and communications to the Assignee or the Issuer shall not be effective until received. All notices and other communications shall be in writing and addressed as follows:

ANNEX R

Page 3

(a) if to the Assignor, at:

c/o Lee Enterprises, Incorporated

201 North Harrison Street

Davenport, Iowa 52801

Attention: Chief Financial Officer

Telephone No.: (563) 383-2179

Telecopier No.: (563) 327-2600

(b) if to the Assignee, at the address given in Section 4 hereof;

(c) if to the Issuer, at:

or at such other address as shall have been furnished in writing by any Person described above to the party required to give notice hereunder. As used in this Section 6, “Business Day” means any day other than a Saturday, Sunday, or other day in which banks in New York are authorized to remain closed.

7. This Agreement shall be binding upon the successors and assigns of the Assignor and the Issuer and shall inure to the benefit of and be enforceable by the Assignee and its successors and assigns. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. In the event that any provision of this Agreement shall prove to be invalid or unenforceable, such provision

ANNEX R

Page 4

shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all parties hereto. None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever except in writing signed by the Assignee, the Issuer and the Assignor.

8. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

*         *        *

ANNEX R

Page 5

IN WITNESS WHEREOF, the Assignor, the Assignee and the Issuer have caused this Agreement to be executed by their duly elected officers duly authorized as of the date first above written.

[                                         ],         as Assignor
By:
	Name:
	Title:
,     not in its individual capacity but solely as     Collateral Agent and Assignee
By:
	Name:
	Title:
By:
	Name:
	Title:
[                                         ], as the Issuer
By:
	Name:
	Title: