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

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

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Exhibit 10.6

Execution Version

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT

among

XXX ENTERPRISES, INCORPORATED,

CERTAIN SUBSIDIARIES OF XXX 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



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



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

iii



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


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

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, Xxx 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

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

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

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;

(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,

such Guarantor shall xxxx 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

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

(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;

(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));

(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)

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.

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

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

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

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

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

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

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

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,

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 xxxx 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

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

(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.

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

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 xxxxx xxxx 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 Xxxx 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

assignment of all right, title and interest in each Xxxx 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 Xxxx 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 Xxxx 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 Xxxx 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 Xxxx 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 Xxxx 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 Xxxx 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 Xxxx and/or Domain Name, to the Collateral Agent and at the expense of such Assignor, confirming the grant of a security interest in such Xxxx 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.

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.

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.

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.

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;

(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;

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

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

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.

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

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.

“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

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) Xxx 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) Xxx Enterprises, Incorporated Retirement Account Plan and related trust, (ii) Xxx Enterprises, Incorporated Outside Directors Deferral Plan (effective January 1, 2005), (iii) Xxx Enterprises, Incorporated Supplementary Benefit Plan and Trust for Non-Qualified Deferred Compensation Benefit Plans of Xxx Enterprises (dated January 1, 2006), (iv) Xxx Enterprises, Incorporated 1977 Employee Stock Purchase Plan (amended May 17, 2008), (v) Xxx 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 Xxx 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

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 xxxx registration filed in the United States Patent and Trademark Office pursuant to Section 1(b) of the Xxxxxx 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.

“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.

“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.

“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

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.

“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.

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:

Xxx Enterprises, Incorporated

000 X. Xxxxxxxx Xxxxxx, Xxxxx 000

Xxxxxxxxx, XX 00000

Attention: Vice President, Chief Financial Officer and Treasurer

Facsimile No.: (000) 000-0000

Email: xxxx.xxxxxxx@xxx.xxx

With a copy to:

Lane & Xxxxxxxx LLP

000 X. Xxxx Xxxxxx, Xxxxx 000

Xxxxxxxxx, XX, 00000

Attention: X. X. Xxxxxxxx III

Facsimile No.: 000-000-0000

Email: xxxxxxxxx@x-xxxx.xxx

(b) if to the Collateral Agent, at:

JPMorgan Chase Bank, N.A.

000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 2 Xxxxx 0

Xxxxxx, XX 00000

Attention: Xxxxxx Xxxxx

Telephone No.: 000-000-0000

Facsimile No.: 000-000-0000

Email: xxxxxx.x.xxxxx@xxxxxxxx.xxx

With copies to:

JPMorgan Chase Bank, N.A.

000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 2 Xxxxx 0

Xxxxxx, XX 00000

Attention: Xxxx Reibenbach

Telephone No.: 000-000-0000

Facsimile No.: 000-000-0000

Email: xxxx.xxxxxxxxxx@xxxxxxxx.xxx

JPMorgan Chase Bank, N.A.

000 Xxxxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxxx Xxx

Telephone No.: 000-000-0000

Facsimile No.: 000-000-0000

Email: xxxxxxx.x.xxx@xxxxxxxx.xxx

(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

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

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.

(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

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]

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.


XXX ENTERPRISES, INCORPORATED, as an Assignor

By:		/s Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President, Chief Financial Officer & Treasurer

ACCUDATA, INC. JOURNAL-STAR PRINTING CO. K. FALLS BASIN PUBLISHING, INC. XXX CONSOLIDATED HOLDINGS CO. XXX PUBLICATIONS, INC. XXX PROCUREMENT SOLUTIONS CO. SIOUX CITY NEWSPAPERS, INC., each as an Assignor

By:		/s/ X. X. Xxxxxxxx III
		Name: X. X. Xxxxxxxx III
		Title: Secretary

INN PARTNERS, L.C., as an Assignor
By:		ACCUDATA, INC., Managing Member

By:		/s/ X. X. Xxxxxxxx III
		Name: X. X. Xxxxxxxx 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/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		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
Xxx Enterprises, Incorporated		000 X. Xxxxxxxx Xx. Xxx. 000
		Xxxxxxxxx, XX 00000

Journal-Star Printing Co.		000 X Xxxxxx
		Xxxxxxx, XX 00000

Accudata, Inc.		000 X. Xxxxxxxx Xx. Xxx. 000
		Xxxxxxxxx, XX 00000

INN Partners, L.C.		0000 00^xxXxx.
		Xxxxxx, XX 00000

K. Falls Basin Publishing, Inc.		000 X. Xxxxxxxx Xx. Xxx. 000
		Xxxxxxxxx, XX 00000

Xxx Consolidated Holdings Co.		000 Xxxx Xxxxxx
		Xxxxx Xxxx, XX 00000

Xxx Publications, Inc.		000 X. Xxxxxxxx Xx. Xxx. 000
		Xxxxxxxxx, XX 00000

Xxx Procurement Solutions Co.		000 X. Xxxxxxxx Xx. Xxx. 000
		Xxxxxxxxx, XX 00000

Sioux City Newspapers, Inc.		000 Xxxxxxx Xxxxxx
		Xxxxx Xxxx, XX 00000

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)

Xxx Enterprises, Incorporated

Corporation

Yes

Delaware

000 X. Xxxxxxxx Xx. Xxx. 000, Xxxxxxxxx, XX 00000

[redacted]

Journal-Star Printing Co.

Corporation

Yes

Nebraska

000 X Xxxxxx, Xxxxxxx, XX 00000

[redacted]

Accudata, Inc.

Corporation

Yes

Iowa

000 X. Xxxxxxxx Xx. Xxx. 000, Xxxxxxxxx, XX 00000

[redacted]

INN Partners, L.C.

Limited Liability

Company

Yes

Iowa

0000 00^xxXxx., Xxxxxx, XX 00000

[redacted]

K. Falls Basin Publishing, Inc.

Corporation

Yes

Oregon

000 X. Xxxxxxxx Xx. Xxx. 000, Xxxxxxxxx, XX 00000

[redacted]

Xxx Consolidated Holdings Co.

Corporation

Yes

South Dakota

000 Xxxx Xxxxxx, Xxxxx Xxxx, XX 00000

[redacted]

Xxx Publications, Inc.

Corporation

Yes

Delaware

000 X. Xxxxxxxx Xx. Xxx. 000, Xxxxxxxxx, XX 00000

[redacted]

Xxx Procurement Solutions Co.

Corporation

Yes

Iowa

000 X. Xxxxxxxx Xx. Xxx. 000, Xxxxxxxxx, XX 00000

[redacted]

Sioux City Newspapers, Inc.

Corporation

Yes

Iowa

000 Xxxxxxx Xxxxxx, Xxxxx Xxxx, XX 00000

[redacted]

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
Xxx 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.		X/X
Xxx Xxxxxxxxxxxx Xxxxxxxx Xx.		X/X
Xxx Publications, Inc.		N/A
Xxx 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:

Federal Marks (registered with the USPTO)


Owner	Xxxx	Reg. Date	Registration No.
INN Partners, L.C. d/b/a/	Ad-Owl	6/16/2009	3639360
XxxxXxxx.xxx

	MurlinStats	6/16/2009	3639364

	XxxxXxxx.xxx	6/16/2009	3639362

Xxx Enterprises,	Best Bridal	9/16/2008	3501832
Incorporated

	First. Best.	3/30/2010	3766801

	Xxxxxxxxxxx.xxx	7/30/2002	2600249

	Lincoln Journal Star	4/23/2002	2563200

	Rapid City Journal	11/29/2005	3019904

	Xxxxxxxx.xxx	2/2/2010	3745545

	Xxxxxxxx.xxx	9/1/2009	3678060

	Xxxxxxxx.xxx	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

Xxx Procurement Solutions	Albany Democrat-Herald	8/9/2005	2983247
Co.

	Xxxxxxxx Daily Sun	9/13/2005	2995157

	Xxxxxxxx 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 Xxxxxx 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

Xxxxxxx Xxxxxxxx	00/0/0000	0000000

Xxxxx Xxxx 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

Xxx Publications, Inc.	The Citizen	6/15/2004	2853531

	The Ledger Independent	6/1/2004	2847485

Federal Applications


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

State Marks


Owner	Xxxx	Registration/ Filing/Issued Date	Jurisdiction	Registration No.
Xxx 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

	Xxxx County	8/24/2005	Wisconsin	20055600333
	Reminder

	Xxxx County Shopper	9/21/2005	Wisconsin	20055600540

	The Chippewa Herald	9/21/2005	Wisconsin	20055600536

ANNEX H

Page 4



The Xxxx 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	Xxxxxx	00000

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: Xxx Publications, Inc., Xxx Procurement Solutions Co., Xxx Enterprises, Xxx Enterprises, Incorporated, INN Partners L.C., or Xxx Consolidated Holdings Co.


DOMAIN NAME		BENEFICIAL OWNER

xxxxxxxx.xxx		Ag Weekly

xxxxxxxxxxxx.xxx		Ag Weekly

xxxxxxxxx.xxx		Ag Weekly

xxxxxxxxxxx.xxx		Ag Weekly

xxxxxxxxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxx-xxxxxx.xxx		Albany Democrat-Herald

xxxxxx-xxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

ANNEX H

Page 5



xxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxx-xxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

x.xxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxx.xxx		Albany Democrat-Herald

xxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Daily Sun

xxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Daily Sun

x.xxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Daily Sun

xxxxxxxxxxxxx.xxx		Xxxxxxxx Daily Sun

xxxxxxxxxxx.xxx		Xxxxxxxx Daily Sun

xxxxxxxxxxxxxxxx.xxx		Belle Fourche Post and Bee

xxxxxxxxxxxxxxxxxxxxxx.xxx		Belle Fourche Post and Bee

xxxxxx.xxx		Belle Fourche Post and Bee

xxxxxxxxxx.xxx		Belle Fourche Post and Bee

000xxx.xxx		Xxxxxxxx Gazette

000xxxxxxxxx.xxx		Xxxxxxxx Gazette

000xxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

ANNEX H

Page 6



xxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxx.xx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxx-0-xxxx.xxx		Xxxxxxxx Gazette

x.xxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

ANNEX H

Page 7



xxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxx-xxxxx-xxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxx.xxx		Xxxxxxxx Gazette

xxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxx.xxx		Xxxxxxxx Gazette

xxxxxxxxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxxxxxxxxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxx.xxx		Bismarck Tribune

ANNEX H

Page 8



x.xxxxxxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxx.xxx		Bismarck Tribune

xxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxxxxxxx.xxx		Bismarck Tribune

xxxxxxxxxxxxxxx.xxx		Burley South Idaho Press

xxxxxxxxxxxxxxxxxxxxx.xxx		Xxxx County Plaindealer

xxxxxxxxxxxxx.xxx		Casper Journal

xxxxxxxxxxxxx.xxx		Casper Journal

x.xxxxxxxxxxxxx.xxx		Casper Journal

0xxx.xxx		Casper Star-Tribune

0xxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxxxxx.xxxx		Casper Star-Tribune

xxxxxxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxx.xxx		Casper Star-Tribune

xxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxxx.xxx		Casper Star-Tribune

x.xxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxx.xxx		Casper Star-Tribune

xxxxx.xxxx.xxx		Casper Star-Tribune

xxxxx.xxxx.xxx		Casper Star-Tribune

xxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxx.xxx		Casper Star-Tribune

xxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxx.xxx		Casper Star-Tribune

ANNEX H

Page 9



xxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxx.xxx		Casper Star-Tribune

xxxxxxxxxxx.xxx		Chadron Record

xxxxxxxxxxxxxx.xxx		Chadron Record

xxxxxxxx.xxx		Chippewa Herald

xxxxxxxxxxxxxx.xxx		Chippewa Herald

xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Chippewa Herald

xxxxxxxxxxxxxxxxxxxx.xxx		Chippewa Herald

xxxxxxxxxxxxxxxxxxxxxxxx.xxx		Chippewa Herald

xxxxxxxxxxxxxxxxxxxxxxxx.xxx		Chippewa Herald

xxxxxxxxxxxxxxxx.xxx		Chippewa Herald

x.xxxxxxxx.xxx		Chippewa Herald

xxxxxxxxx.xxx		Citizen

xxxxxxxxx.xxx		Citizen

x.xxxxxxxxx.xxx		Citizen

xxxxxxxxxxxxx.xxx		Classic Images

xxxxxxxxxxxxxxxxxx.xxx		Columbus Telegram

xxxxxxxxxxxxxxxx.xxx		Columbus Telegram

xxxxxxxxxxxxxxxx.xxx		Columbus Telegram

x.xxxxxxxxxxxxxxxx.xxx		Columbus Telegram

xxxxxxxxxx.xxx		Columbus Telegram

xxxxxxxxx-xxxxx.xxx		Columbus Telegraph

xxxxxxxxxxxxxxxxxxxxx.xxx		Corvallis Gazette-Times

xxxxxxxxxxxx.xxx		Corvallis Gazette-Times

xxxxxxxxxxxx.xxx		Corvallis Gazette-Times

xxxxxxxxx.xxx		Corvallis Gazette-Times

x.xxxxxxxxxxxx.xxx		Corvallis Gazette-Times

xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Daily News

ANNEX H

Page 10



xxxxxxxxxxxxx.xxx		Daily News

xxxxxxxxxxxxx.xxx		Daily News

xxxxxxxxxxxxx.xxxx		Daily News

xxxxxxxxxxxxx.xxx		Daily News

xxxxxxxxxx.xxx		Daily News

xxxxxx.xxx		Daily News

xxxxxx.xxxx		Daily News

xxxxxx.xxx		Daily News

xxxxxx.xxx		Daily News

xxxxxx.xx		Daily News

xxxxxxxxxxxxxxxxxx.xxx		Daily News

x.xxx.xxx		Daily News

xxxxxxxxxxxxxxx.xxx		Daily News

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Daily News

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Daily News

xxxxxxxxxxxxxxxxxxxxx.xxx		Daily News

xxxxxxxxxxxxxxxxxxxxx.xxx		Daily News

xxxxxxxxxxxxxxxxxx.xxx		Daily News

xxxxxxxxxxxxxxxxxx.xxx		Daily News

xxxxx.xxx		Daily News

xxx.xxx		Daily News

xxxxxxxxxx.xxx		Daily News

xxxxxxxx.xxx		Daily News

xxxxx-xxxxxxxxxxxxx.xxx		Daily News

xxxxx-xxxxxxxxxxxxx.xxx		Daily News

xxxxx-xxxxxxxxxx.xxx		Daily News

xxxxx-xxxxxxxxxx.xxx		Daily News

xxxxxxxxxxxxxxx.xxx		Daily News

xxxxxxxxxxx.xxx		Xxxx County News

xxxxxxxxxxxxxxxxx.xxx		Xxxx County Shopper

xxxxxxxxx.xxx		Elko Daily Free Press

xxxxxxxxx.xxx		Elko Daily Free Press

xxxxxxxxxxx.xxx		Elko Daily Free Press

x.xxxxxxxxx.xxx		Elko Daily Free Press

xxxxxxxxxxxxxxx.xxx		Elko Daily Free Press

xxxxx.xxx		Farm and Ranch Guide

xx-xxx.xxx		Farm and Ranch Guide

xxxxxx.xxx		Farm and Ranch Guide

xxxxxxxxxxxxxxxxx.xxx		Farm and Ranch Guide

xxxxxxxxxxxxxxxxxxx.xxx		Farm and Ranch Guide

xxxxx0xxxx.xxx		Farm and Ranch Guide

ANNEX H

Page 11



x.xxxxxxxxxxxxxxxxx.xxx		Farm and Ranch Guide

xxxxxxxxxxxxxxxxxx.xxx		Farm and Ranch Guide

xxxxxxxxxxxxxxxxxx.xxx		Farm and Ranch Guide

xxxxxxxxxxxxxxxxxxx.xxx		Farm and Ranch Guide

xxxxxxxxxxxxxx.xxx		Farm and Ranch Guide

xxxxxxxxxxxxxxxx.xxx		Forest City Summit

xxxxxxxxxxxxxxxx.xxx		Forest City Summit

xxxxxxxxxxxxxxxx.xxx		Forest City Summit

xxxxxxxxxxxxx.xxx		Foxxy Shopper - LaCrosse

xxxxxxxxxxxxx.xxx		Foxxy Shopper - LaCrosse

xxxxxxxxxxxxxxxxxxxx.xxx		Foxxy Shopper - LaCrosse

xxxxxxxxxxxxxxxxxx.xxx		Fremont Tribune

xxxxxxxxxx.xxx		Fremont Tribune

xxxxxxxxxxxxxx.xxx		Fremont Tribune

xxxxxxxxxxxxxx.xxx		Fremont Tribune

xxxxx.xxx		Fremont Tribune

x.xxxxxxxxxxxxxx.xxx		Fremont Tribune

xxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

x.xxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxx0000.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

ANNEX H

Page 12



xxxxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxx.xxx		Globe-Gazette/Sunday Globe

xxxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxx.xxx		Herald & Review

xxxxxx-xxxxxx.xxx		Herald & Review

xxxxxx-xxxxxx.xxx		Herald & Review

xxxxxxx.xxx		Herald & Review

x.xxxxxx-xxxxxx.xxx		Herald & Review

xxx-x.xxx		Herald & Review

xxxxxxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxx.xxx		Herald & Review

xxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxx-xxxxxxx.xxx		Herald & Review

xxxxxxxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxxxxxxxx.xxx		Herald & Review

xxxxxxxxxxxxxx.xxx		Hot Springs Star

xxxxxxxxxxxxx.xxx		Houston County News

xxxxxxxxxx.xxx		Houston County News

xxxx.xxx		Independent Record Technical Services

xxxxxxxxx.xxx		Independent Record Technical Services

xxxxxxxxxxxxxx.xxx		Independent Record Technical Services

xxxxxxxxxxxxxxxxx.xxx		Independent Record Technical Services

xxxxxxxxxxxxxxxx.xxx		Independent Record Technical Services

ANNEX H

Page 13



xxxxxxxx.xxx		Independent Record Technical Services

xxxxxxxx.xxxx		Independent Record Technical Services

xxxxxxxx.xxx		Independent Record Technical Services

xxxxxxxx.xxx		Independent Record Technical Services

xxxxxxxxxxxxxxxx.xxx		Independent Record Technical Services

xxxxxxxxxxxxx.xxx		Independent Record Technical Services

x.xxxxxxxx.xxx		Independent Record Technical Services

xxxxxxxxxxxxx.xxx		Independent Record Technical Services

xxxxxxxxxxxxxxxxxxxxxx.xxx		Independent Record Technical Services

xxxxxxxxxxxxxxxxx.xxx		Independent Record Technical Services

xxxxxxxxxxxxxxxxxxxx.xxx		Independent Record Technical Services

xx-xxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxx-xxxxx.xxx		INN Partners, L.C.

xxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxx-xxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxx.xxx		INN Partners, L.C.

ANNEX H

Page 14



xxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxx.xxx		INN Partners, L.C.

xxxx-xxx.xxx		INN Partners, L.C.

xxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxx-xxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxx.xxx		INN Partners, L.C.

townnews.usa		INN Partners, L.C.

xxxxxxxx-xxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxx-xxxxxx.xxx		INN Partners, L.C.

xxxxxxxx-xxxx.xxx		INN Partners, L.C.

xxxxxxxx-xxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxx-xxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxxxxxxx.xxx		INN Partners, L.C.

xxxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxxxxxxxxxxxxx.xxx		Iowa Xxxxxx Today

ANNEX H

Page 15



xxxxxxxxxxxxxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxxxx.xxxx		Iowa Xxxxxx Today

xxxxxxxxxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxxxxxxxxx.xxx		Iowa Xxxxxx Today

x.xxxxxxxxxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxxxxxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxxxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxxxx.xxx		Iowa Xxxxxx Today

xxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxx.xxx		Journal Times

x-xxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxxx.xxx		Journal Times

x.xxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxx000.xxx		Journal Times

xxxxxxxxxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxx.xxx		Journal Times

ANNEX H

Page 16



xxxxxxxxxxxx.xxx		Journal Times

xxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxxxxxxxx.xxx		Journal Times

xxxxxxxx.xxx		Journal Times

0xxxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

0xxxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

0xxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxx.xxxx		LaCrosse Tribune

x.xxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxx-xxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxx-xxxx.xxx		LaCrosse Tribune

ANNEX H

Page 17



xxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxx-xxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxx.xxxx		LaCrosse Tribune

xxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxx.xxx		LaCrosse Tribune

xxxxxxxxxxxxxxxxxxxxx.xxx		Xxxxxxxx County Journal

xxxxxxx-xxxxxxx.xxx		Lebanon Express

xxxxxxx-xxxxxxx.xxx		Lebanon Express

x.xxxxxxx-xxxxxxx.xxx		Lebanon Express

xxxxxxxxxxxxxxxx.xxx		Ledger Independent

xxxxxxxxxxxxxxxx.xxx		Ledger Independent

xxxxxx-xxxxxxxxxxx.xxx		Ledger Independent

x.xxxxxxxxx-xxxxxx.xxx		Ledger Independent

xxxxxxxxx.xxx		Ledger Independent

xxxxxxxxx-xxxxxx.xxx		Ledger Independent

xxxxxxxxx-xxxxxx.xxx		Ledger Independent

xxxxxxxxxxxxxxxxxx.xxx		Ledger Independent

xxxxxxxxxxxxxxxxxxxx.xxx		Ledger Independent

xxxxxxxxxxxx.xxx		Xxx Agri-Media

xxxxxxxxxxxx.xxx		Xxx Agri-Media

x.xxxxxxxxxxxxxxxxxxx.xxx		Xxx Agri-Media

0xxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxx-xxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxx-xxx.xxx		Xxx Enterprises

ANNEX H

Page 18



xxxxx-xxx.xxx		Xxx Enterprises

xxxxx-xxx.xxx		Xxx Enterprises

xxxxxxx.xxx		Xxx Enterprises

xxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxx.xxx		Xxx Enterprises

xxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxx-xxxxx.xxx		Xxx Enterprises

xxx-xxxxx.xxx		Xxx Enterprises

xxx-xxxxx.xxx		Xxx Enterprises

xxx-xxxxx.xxx		Xxx Enterprises

xxx-xxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxx-xxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxx.xxx		Xxx Enterprises

xxx-xxxxx.xxx		Xxx Enterprises

xxx-xxxxx.xxx		Xxx Enterprises

xxx-xxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxx.xxx		Xxx Enterprises

xxxxxxx.xxx		Xxx Enterprises

xxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxx.xxx		Xxx Enterprises

xxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxx.xxx		Xxx Enterprises

ANNEX H

Page 19



xxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxxx.xxx		Xxx Enterprises

xxxxxxxxxxxxx.xxx		Lincoln Journal

xxxxxxxxxxxxxx.xxx		Lincoln Journal

xxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

x.xxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxx.xxx		Lincoln Journal Star

ANNEX H

Page 20



xxxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxx-xxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxxxxxxxx.xxx		Lincoln Journal Star

xxxxxxxxxxxx.xxx		Xxxxx City Shopper

xx-xx.xxx		Mattoon Journal-Gazette

xx-xx.xxx		Mattoon Journal-Gazette

x.xx-xx.xxx		Mattoon Journal-Gazette

xxxxxxxxxxxxxxx.xxx		Xxxxx County Times-Tribune

xxxxxxxxxxxxxxxx.xxx		Xxxxx County Times-Tribune

xxxxxxxxxxxxxxxxxxxxxxx.xxx		Xxxxx County Times-Tribune

xxxxxxxxxxxxxxxxx.xxx		Midwest Messenger

xxxxxxxxxxxxxxxx.xxx		Midwest Messenger

xxxxxxxxxxxxxxxx.xxx		Midwest Messenger

x.xxxxxxxxxxxxxxxx.xxx		Midwest Messenger

xxxxxxxxxxxxxxxx.xxx		Midwest Messenger

xxxxxxxxxxxxxxx.xxx		Midwest Messenger

xxxxxxxxxxxxxxxx.xxx		Midwest Messenger

x.xxxxxxxxxxxxxxx.xxx		Midwest Producer

xxxxxxxxxxxxxxx.xxx		Midwest Producer

xxxxxxxxxxxxxxx.xxx		Midwest Producer

x.xxxxxxxxxx.xxx		Mini Nickel

xxxxxxxxxx.xxx		Mini Nickel

xxxxxxxxxxxxx.xxx		Minnesota Farm Guide

x.xxxxxxxxxxxxxxxxxx.xxx		Minnesota Farm Guide

xxxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxx.xxx		Missoulian

x.xxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxx.xxxx		Missoulian

xxxxxxxxxxxxxx.xxxx		Missoulian

xxxxxxxxxx.xxx		Missoulian

xxxxxxxxxx.xxx		Missoulian

xxxxxxxxxx.xx		Missoulian

xxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxx.xxxx		Missoulian

xxxxxxxxxx.xxx		Missoulian

ANNEX H

Page 21



xxxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxxx.xxx		Missoulian

xxxxxxxxxxx.xxx		Missoulian

xxxxxxx.xxx		Mitchell County Press-News

xxxxxxx.xxx		Montana Magazine

xxxxxxxxxxxxxxx.xxx		Montana Magazine

xxxxxxxxxx.xxx		Montana Magazine

xxxxxxxxxxxx.xxx		Montana Magazine

xxxxxxxx.xxx		Montana Magazine

xxxxxxxxxxxxxx.xxx		Montana Standard

ANNEX H

Page 22



xxxxxxxxxxxxxxxx.xxx		Montana Standard

xxxxxxxxxxx.xxx		Montana Standard

xxxxxxxxxx.xxx		Montana Standard

x.xxxxxxxxxx.xxx		Montana Standard

xxxxxxxxxxxxxxx.xxx		Montana Standard

xxxxxxxxx.xxx		Montana Standard

xxxxxxxxxx.xxx		Montana Standard

mtstandard.xxx		Montana Standard

xxxxxxxxxxxxxxxxxx.xxx		Montana Standard

xxxxxxxxxxxxxxx.xxx		Montana Standard

xxxxxxxxxxxxxxxxxxx.xxx		Muscatine Journal

x.xxxxxxxxx.xxxxxxx.xxx		Muscatine Journal

xxxxxxxxxxxxxxxx.xxx		Muscatine Journal

muscatinejournal.xxx		Muscatine Journal

xxxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Northern Black Hills Weekly Group

xxxx-xxxx.xxx		Plattsmouth Journal

xxxxxxxxxxxxxxxxxx.xxx		Plattsmouth Journal

xxxxxxxxxxxxxxxxxxx.xxx		Post-Star

xxxxxxxxxxxxxxx.xxx		Post-Star

x.xxxxxxxx.xxx		Post-Star

xxxxxxxx.xxx		Post-Star

xxxxxxxx.xxx		Post-Star

xxxxxxxx.xxx		Post-Star

xxxxxxxx.xxxx		Post-Star

xxxxxxxx.xxxx		Post-Star

xxxxxxxx.xxx		Post-Star

xxxxxxxx.xxx		Post-Star

xxxxxxxx.xx		Post-Star

poststar.xxx		Post-Star

xxxxxxxxxxxxxxxx.xxx		Post-Star

xxxxxxxxxxxxxx.xxx		Post-Star

xxxxxxxxxxxxx.xxx		Post-Star

xxxxxxxxxxx.xxx		Post-Star

xxxxxxxxx.xxx		Prairie Star

x.xxxxxxxxxxxxxx.xxx		Prairie Star

xxxxxxxxxxxxxx.xxx		Prairie Star

xxxxxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxx.xxx		Quad-City Times

xxx0.xxx		Quad-City Times

xxxxxxxxxxx.xxx		Quad-City Times

ANNEX H

Page 23



xxxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxx.xxx		Quad-City Times

xxxxxxxx.xxx		Quad-City Times

xxxxxxxxx.xxx		Quad-City Times

xxxxx.xxx		Quad-City Times

xxxxx.xxx		Quad-City Times

xxxxxxxxx.xxx		Quad-City Times

xxxxxxx.xxx		Quad-City Times

xxxxxx.xxx		Quad-City Times

x.xxxxxxx.xxx		Quad-City Times

xxx-xxxxxxx-xxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxx.xxx		Quad-City Times

xxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxx.xxx		Quad-City Times

xxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxx.xxx		Quad-City Times

xxxxxxx.xxx		Quad-City Times

xxxxxxx.xxx		Quad-City Times

xxxxxxx.xxx		Quad-City Times

xxxxxxx.xx		Quad-City Times

qctimes.xxx		Quad-City Times

xxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxx.xxx		Quad-City Times

xxxxxxx00.xxx		Quad-City Times

xxxxxxx00.xxx		Quad-City Times

xxxxxxxx.xxx		Quad-City Times

xxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxx.xxx		Quad-City Times

ANNEX H

Page 24



xxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxx.xxx		Quad-City Times

xxxx-xxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxx.xxx		Quad-City Times

xxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxx.xxx		Quad-City Times

xxxxx-xxx-xxxxxxx.xxx		Quad-City Times

xxxxx-x-xxxxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxxxxxxx.xxx		Quad-City Times

xxxxxxxx.xxx		Quad-City Times

xxxxxxxxx.xxx		Quad-City Times

xxxxx.xxx		Quad-City Times

xxxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxx.xxx		Rapid City Journal

xxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxx0xx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxx.xxx		Rapid City Journal

ANNEX H

Page 25



xxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxx.xxx		Rapid City Journal

xxxx-xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

x.xxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxx.xxx		Rapid City Journal

rapidcityjournal.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxx.xxx		Rapid City Journal

ANNEX H

Page 26



xxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

xxxxxxxxxxxxxxxxxx.xxx		Rapid City Journal

x.xxxxxxxxxxxxxxx.xxx		Ravalli Republic

xxxxxxxxxxx.xxx		Ravalli Republic

xxxxxxxxxxxxxxx.xxx		Ravalli Republic

ravallirepublic.xxx		Ravalli Republic

xxxxxxxxxxxx.xxx		Sentinel

xxxxxxxxxxxxxxxxxxxx.xxx		Sentinel

xxxxxxxxxxxxxxxx.xxx		Sentinel

xxxxxxxxxxxxxx.xxx		Sentinel

xxxxxxxxxx.xxx		Sentinel

cumberlink.xxx		Sentinel

x.xxxxxxxxxx.xxx		Sentinel

xxxxxxxxxxxxxxx.xxx		Sentinel

ANNEX H

Page 27



xxxxxxxxxxxxxx.xxx		Sentinel

xxxxxxxxxxxx.xxx		Sentinel

xxxxxxxx-xxxx.xxx		Sentinel

xxxxxxxxxxxxxx.xxx		Sentinel

xxxxxxxxxxxxxx.xxx		Sentinel

xxxxxxxxxxxxxxxxxxxx.xxx		Sentinel

xxxxxxxxxxxxx.xxx		Sentinel

xxxxxxxxxxxx.xxx		Sentinel

xxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxx.xxx		Sioux City Journal

x.xxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxx.xx		Sioux City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxx.xxx		Sioux City Journal

siouxcityjournal.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxx.xx		Sioux City Journal

xxxxxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

ANNEX H

Page 28



xxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxx.xxx		Sioux City Journal

xxx000.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxxxxxxxxxxxxxxxxx.xxx		Sioux City Journal

xxxx-xx.xxx		Sioux City Journal

ANNEX H

Page 29



xxxx-xxxx.xxx		Sioux City Journal

x.xxxxxxxxxxxxxxxx.xxx		Sioux Falls Tri-State Neighbor

xxxxxxxxxxxxxxxx.xxx		Sioux Falls Tri-State Neighbor

xxx-xxxxxxxxxxxxx.xxx		Sioux Falls Tri-State Neighbor

xxxxxxxxxxxxxxxxxxxxx.xxx		Southern Idaho Business

0xxxxxx.xxx		Southern Illinoisan

0xxxxxx.xxx		Southern Illinoisan

0xxxxxx0xxxxxx.xxx		Southern Illinoisan

0xxxxxx0xxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxx.xxx		Southern Illinoisan

x.xxxxxxxxxxx.xxx		Southern Illinoisan

xxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxx.xxx		Southern Illinoisan

xxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxx.xxx		Southern Illinoisan

xxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxx.xxx		Southern Illinoisan

ANNEX H

Page 30



xxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxxxxxx.xxx		Southern Illinoisan

thesouthernillinoisan.xxx		Southern Illinoisan

xxxxxxxxxxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxx.xxx		Southern Illinoisan

xxxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxx.xxx		Times

xxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxx.xxx		Times

xxxxxxxx.xxx		Times

xxxxxxx.xxx		Times

xxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxx0xxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxx.xxx		Times

ANNEX H

Page 31



xxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxx.xxx		Times

x.xxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxx.xxx		Times

xxx.xxx		Times

xxxxxxxxxxx.xxx		Times

xxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxx.xxx		Times

xxxxxxxxxxx0x.xxx		Times

xxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxx.xxx		Times

xxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxx.xxx		Times

xxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxx.xxx		Times

xxxxxxx.xxx		Times

xxxxxxxx.xxx		Times

xxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxx.xxx		Times

xxxxxxxxx.xxx		Times

xxxxxxxx.xxx		Times

xxxxxxxx.xxx		Times

xxxxxxxx.xx		Times

nwitimes.xxx		Times

xxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxx.xxx		Times

ANNEX H

Page 32



xxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxx.xxx		Times

xxxxxxx.xxx		Times

xxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxxxxxxxxxxx.xxx		Times

xxxxxxxxxxxxxxxx.xxx		Times

xxxxxxx.xxx		Times

xxxxxxxxxxxxxx.xxx		Times

x.xxxxxxxx.xxx		Times

xxxxxxxxxxxxxx.xxx		Times and Democrat

xxxxxxxxxxxxxx.xxx		Times and Democrat

xxxxxxxx.xxx		Times and Democrat

thetandd.xxx		Times and Democrat

ANNEX H

Page 33



xxxxxxxxxxxxxxxx.xxx		Times and Democrat

x.xxxxxxxxxxx.xxx		Times-News

xxxxxxxxxxx.xxx		Times-News

magicvalley.xxx		Times-News

xxxxx-xxxxxxxxxx.xxx		Times-News

xxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxxxx.xxx		Waterloo Courier

xx-xx.xxx		Waterloo Courier

xxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxx.xxx		Waterloo Courier

x.xxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxxxxxxx.xxx		Waterloo Courier

xxxxxxxxxx.xxx		Waterloo Courier

wcfcourier.xxx		Waterloo Courier

x.xxxxxxxxxxxxxxx.xxx		Winona Daily News

xxxxxxxxxxxxxxx.xxx		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	Xxxx.xxx	Android
Casper Star-Tribune	Xxxx.xxx	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	Xxxxxx-Xxxxxx.xxx	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	XXX.xxx	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
	XxxxxXxxxxx.xxx
The Times-News	Times-News	iPhone
	XxxxxXxxxxx.xxx
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	Xxxxxxxx.xxx	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

		Xxxxxxxx.xxx	712558	5/1/2015

Lee Publications, Inc.	IL	Journal Gazette

	IL	XX-XX.xxx

	IL	Times-Courier

Lee Enterprises, Incorporated	IL	The Southern Illinoisan

	IL	Herald & Review

	IL	Xxxxxx-Xxxxxx.xxx

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	xxxxxxxx.xxx

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	xxxxxxxxxx.xxx

	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	xxx.Xxxxxx-Xxxx.xxx

	ND	Minnesota Farm Guide

	ND	Pennysaver	4852500	7/17/2014

Journal-Star Printing Co.	NE	Lincoln Journal-Star	1101788	12/7/2020

	NE	XxxxxxxXxxx.xxx

	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	XxxxxxXxxxxxx.xxx

WY	Xxxx.xxx	1995-000- 299-244	3/27/2015

6.	Lee Software and Licenses:

Inbound Licenses

REDACTED

ANNEX H

Page 48

Proprietary Software Developed by Townnews

REDACTED

ANNEX H

Page 49

Proprietary Software by Lee Enterprises Incorporated

REDACTED

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: 2^nd 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.

[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 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.

3.	Lee Publications, Inc.

*	Original principal amount.

ANNEX P

SCHEDULE OF LIMITED LIABILITY COMPANY INTERESTS

1.	Accudata, Inc.

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:

Maturity Date

Sub-clause of
Section 1.1(b)
of Security Agreement

$419,337,403

June 30, 2017

Lee Enterprises,

Incorporated