Exhibit 10.3

EX-10.3 6 d291240dex103.htm EXHIBIT 10.3 Exhibit 10.3

Exhibit 10.3

SECURITY AGREEMENT

among

LEE ENTERPRISES, INCORPORATED,

CERTAIN SUBSIDIARIES OF LEE ENTERPRISES, INCORPORATED

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as COLLATERAL AGENT

Dated as of January 30, 2012

SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of January 30, 2012, made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder pursuant to Section 10.12 hereof, the “Assignors”) in favor of Deutsche Bank Trust Company Americas, as Collateral Agent (together with any successor Collateral Agent, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

W I T N E S S E T H:

WHEREAS, Lee Enterprises, Incorporated (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), Deutsche Bank Securities Inc. and Goldman Sachs Lending Partners LLC, as Joint Lead Arrangers and Joint Book Running Managers, and Deutsche Bank Trust Company Americas, as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”) and Collateral Agent, have entered into an Exit Credit Agreement, dated as of January 30, 2012 (as amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), providing for the making and continuation of Loans to, and the issuance and maintenance of, and participation in, Letters of Credit for the account of, the Borrower, all 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 or more of its Qualified Wholly-Owned Domestic Subsidiaries have heretofore entered into, and/or may at any time and from time to time enter into, one or more Interest Rate Protection Agreements and/or Other Hedging Agreements with one or more Lenders or any affiliate thereof (each such Lender or affiliate, even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, 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 Interest Rate Protection Agreement and/or Other Hedging Agreement with an Other Creditor being herein called a “Secured Hedging Agreement”);

WHEREAS, pursuant to the Subsidiaries Guaranty, each Subsidiary Guarantor has jointly and severally guaranteed to the Secured Creditors the payment when due of all Guaranteed Obligations as described therein;

WHEREAS, it is a condition precedent to the making and continuation 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 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 and continuation of 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 of its Qualified Wholly-Owned Domestic Subsidiaries of 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 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 Hedging Agreements with the Borrower and/or one or more of its Qualified Wholly-Owned Domestic Subsidiaries;

NOW, THEREFORE, in consideration of the 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

SECURITY INTERESTS

1.1 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;

(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;

-2-

(viii) all Copyrights;

(ix) all Equipment;

(x) 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;

(xi) all Documents;

(xii) all General Intangibles;

(xiii) all Goods;

(xiv) all Instruments;

(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 Marks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;

(xx) all Notes;

(xxi) all Patents, together with 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;

(xxii) all Permits;

(xxiii) all Security Entitlements and other Investment Property (to the extent not already covered by another clause of this Section 1.1(a));

(xxiv) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;

(xxv) all Supporting Obligations;

-3-

(xxvi) all Fixtures;

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

(xxvi) 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 or any Excluded TNI Assets.

(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, or with respect to which such Assignor may obtain rights, at any time during the term of this Agreement, and 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 S (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;

-4-

(iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 1.1(b)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 1.1(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 3.6; and

(vi) with respect to cash proceeds from any of the Collateral, 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 1.1(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 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, 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 so that “control” of such Collateral is obtained and at all times held by the Collateral Agent; and

(ii) each Assignor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant 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 UCC) is so perfected.

1.2 Power of Attorney. 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

-5-

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 II

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:

2.1 Necessary Filings. All filings, registrations, recordings and other actions 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 therein and subject to no other Liens (other than Permitted Liens) and is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code 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 UCC as in effect on the date hereof in the State of New York), by filing a financing statement under the Uniform Commercial Code 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.

2.2 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 Permitted Liens), 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.

2.3 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 Permitted Liens), and so long as the Termination Date has not occurred, such Assignor will not execute or authorize 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 or in connection with Permitted Liens.

2.4 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

-6-

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.

2.5 [RESERVED].

2.6 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 same do not involve (x) a Registered Organization ceasing to constitute 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.

2.7 [RESERVED].

2.8 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

-7-

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 Permitted Liens) 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.

2.9 Non-UCC Property. The aggregate fair market value (as determined by the Assignors in good faith) of all property 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 property 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.

2.10 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.

2.11 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.

2.12 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.

-8-

2.13 Certain Representations and Warranties Regarding Certain Collateral. Each Assignor represents and warrants that on the date hereof: (i) 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 O hereto; (ii) such Stock referenced in clause (i) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex O hereto; (iii) the Notes held by such Assignor consist of the promissory notes described in Annex P hereto where such Assignor is listed as the Lender; (iv) the Limited Liability Company Interests held by such Assignor consist of the number and type of interests of the Persons described in Annex Q hereto; (v) each such Limited Liability Company Interest referenced in clause (iv) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex Q hereto; (vi) the Partnership Interests held by such Assignor consist of the number and type of interests of the Persons described in Annex R hereto; (vii) each such Partnership Interest referenced in clause (vi) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex R hereto; (viii) such Assignor has complied with the respective procedure set forth in Section 1.1(b) hereof with respect to each item of Collateral described in Annexes O through R hereto for such Assignor; and (ix) on the date hereof, such Assignor owns no other Stock, Limited Liability Company Interests or Partnership Interests.

ARTICLE III

SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS;

INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL

3.1 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, represent the genuine, legal, valid and binding obligation of the account debtor evidencing 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 and valid obligations, enforceable in accordance with their respective terms, 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.

3.2 Maintenance of Records. Each Assignor will keep and maintain at its own cost and expense 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

-9-

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.

3.3 Direction to Account Debtors; Contracting Parties; etc.

Upon the occurrence and during the continuance of an Event of Default, 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, 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 7.4 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 3.3 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.

3.4 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 3.5, 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.

3.5 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

-10-

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, 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.

3.6 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 Intercompany Note, such Assignor will within 10 Business Days notify the Collateral Agent thereof, and upon request by the Collateral Agent will promptly deliver such Instrument to the Collateral Agent appropriately endorsed to the order of the Collateral Agent.

3.7 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.

3.8 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

-11-

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.

3.9 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, on or before the date 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” (A) in the form substantially consistent with the “control agreement” for such Deposit Account in effect with respect to the Prepetition Credit Agreement on the Petition Date, with such changes thereto to account for the lien of the collateral agent under the Second Lien Loan Agreement on such Deposit Account or, (B) if no such “control agreement” for a Deposit Account is in effect on the Petition Date, a “control agreement” in such other form as may be 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 Cash Collateral Account or another Deposit Account meeting the requirements of this Section 3.9. 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 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.

-12-

(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.

3.10 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.

3.11 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 H 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.

3.12 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, 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, deliver all of its Tangible Chattel Paper to the Collateral Agent. At all times, each Assignor will mark Tangible Chattel Paper with a legend provided by the Collateral Agent indicating the security interest herein.

3.13 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, schedules, 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

-13-

rights covered by the security interest hereby granted, as the Collateral Agent may reasonably require.

ARTICLE IV

SPECIAL PROVISIONS CONCERNING TRADEMARKS AND DOMAIN NAMES

4.1 Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I 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 I, uses in connection with its business as of the date hereof. 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 no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service mark or trade name of any other Person 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 it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and Domain Name registrations listed in Annex I hereto for such Assignor and that, to each Assignor’s knowledge, said registrations 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. 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 or similar registrar in order to effect an absolute assignment of all right, title and interest in each Mark and/or Domain Name, and record the same.

4.2 Licenses and Assignments. Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any material Mark or Domain Name absent prior written approval of the Collateral Agent.

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

-14-

4.4 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).

4.5 Maintenance of Registration. Each Assignor shall, at its own expense, diligently process all documents reasonably required to maintain all Mark and/or Domain Name registrations, including but not limited to affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office for all of its material registered Marks, 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).

4.6 Future Registered Marks and Domain Names. If any Mark registration is issued hereafter to any Assignor as a result of any application now or hereafter pending before the United States Patent and Trademark Office or any Domain Name is registered by Assignor, within 30 days of receipt of such certificate or similar indicia of ownership, such Assignor shall deliver to the Collateral Agent a copy of such registration certificate or similar indicia of ownership, and a grant of a security interest in such Mark and/or Domain Name, to the Collateral Agent and at the expense of such Assignor, confirming the grant of a security interest in such Mark and/or Domain Name to the Collateral Agent hereunder, the form of such security to be substantially in the form of Annex L hereto or in such other form as may be reasonably satisfactory to the Collateral Agent.

4.7 Remedies. If an Event of Default shall occur and be continuing, 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 and to each of the Marks and Domain Names, together with all trademark 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 4.1 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 trademark applications in the United States Patent and Trademark Office or applicable Domain Name registrar to the Collateral Agent.

-15-

ARTICLE V

SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS

5.1 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 J hereto for such Assignor and that said Patents include all the United States patents and applications for United States patents that such Assignor owns as of the date hereof and (iii) the registered Copyrights listed in Annex K hereto for such Assignor and that, except as described on Annex K 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. Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any patent of any other Person or such Assignor has misappropriated any Trade Secret or proprietary information which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 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.

5.2 Licenses and Assignments. Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any material Patent or Copyright absent prior written approval of the Collateral Agent.

5.3 Infringements. Each Assignor agrees, promptly upon learning thereof, 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.

5.4 Maintenance of Patents or Copyrights. At its own expense, each Assignor shall make timely payment of all post-issuance fees required to maintain in force its rights under each material Patent or Copyright, absent prior written consent of the Collateral Agent.

5.5 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 J hereto and (ii) Copyrights listed on Annex K hereto, in each case for such Assignor and

-16-

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.

5.6 Other Patents and Copyrights. Within 30 days of the acquisition or issuance of a United States Patent, registration of a Copyright, or acquisition of a registered Copyright, or of filing of an application for a United States Patent or 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 M or N hereto, as appropriate, or in such other form as may be reasonably satisfactory to the Collateral Agent.

5.7 Remedies. If an Event of Default shall occur and be continuing, 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 5.1 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 VI

PROVISIONS CONCERNING ALL COLLATERAL

6.1 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 7.4 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.

-17-

6.2 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 Uniform Commercial Code as in effect in any relevant jurisdiction or under other relevant law).

6.3 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 forgoing, 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.

6.4 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, schedules, 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.

6.5 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 VII

REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT

7.1 Remedies; Obtaining the Collateral Upon Default. 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

-18-

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 7.2 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 7.2 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 Marks, Domain Names, Patents or Copyrights 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;

-19-

(vii) apply any monies constituting Collateral or proceeds thereof in accordance with the provisions of Section 7.4;

(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.

7.2 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 7.1 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,

-20-

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 7.2 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.

7.3 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.

-21-

7.4 Application of Proceeds. (a) 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 Section 13.17 of the Credit Agreement.

(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 7.4(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 7.4, 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 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.

-22-

7.5 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.

7.6 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 VIII

INDEMNITY

8.1 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 8.1 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 8.1 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 (including, without limitation, latent or other defects,

-23-

whether or not discoverable), the violation of the laws of any country, state or other governmental body or unit, 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), or contract claim; provided that no Indemnitee shall be indemnified pursuant to this Section 8.1(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 8.1(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 8.1(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 8.1 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.

8.2 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 VIII shall continue in full force and effect notwithstanding the full payment of all of the other Obligations and notwithstanding the full payment of all the Notes (as defined in the Credit Agreement) issued, and Loans made, under the Credit Agreement, the termination of all Letters of Credit issued under the Credit Agreement, the termination of all Secured Hedging Agreements and the payment of all other Obligations and notwithstanding the discharge thereof and the occurrence of the Termination Date.

-24-

ARTICLE IX

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.

“Account” shall mean any “account” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York, and in any event shall include but shall not be limited to, all rights to payment of any monetary obligation, whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for a policy of insurance issued or to be issued, (iv) for a secondary obligation incurred or to be incurred, (v) for energy provided or to be provided, (vi) for the use or hire of a vessel under a charter or other contract, (vii) arising out of the use of a credit or charge card or information contained on or for use with the card, or (viii) as winnings in a lottery or other game of chance operated or sponsored by a State, governmental unit of a State, or person licensed or authorized to operate the game by a State or governmental unit of a State. Without limiting the foregoing, the term “account” shall include all Health-Care-Insurance Receivables.

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

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

“As-Extracted Collateral” shall mean “as-extracted collateral” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“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.

“Certificated Security” shall have the meaning given such term in Section 8-102(a)(4) of the UCC.

“Chattel Paper” shall mean “chattel paper” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York. Without limiting the foregoing, the term “Chattel Paper” shall in any event include all Tangible Chattel Paper and all Electronic Chattel Paper.

“Class” shall have the meaning provided in Section 10.2 of this Agreement.

-25-

“Clearing Corporation” shall have the meaning given such term in Section 8-102(a)(5) of the UCC.

“Collateral” shall have the meaning provided in Section 1.1(a) of this Agreement.

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

“Commercial Tort Claims” shall mean “commercial tort claims” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“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 Interest Rate Protection 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 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 IX.

“Deposit Accounts” shall mean all “deposit accounts” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“Documents” shall mean “documents” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“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.

“Electronic Chattel Paper” shall mean “electronic chattel paper” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

-26-

“Equipment” shall mean any “equipment” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York, and in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by any Assignor and any and all additions, substitutions and replacements of any of the foregoing and all accessions thereto, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“Excluded Accounts” shall mean (i) any Deposit Account used solely for funding payroll, pension contributions or segregating payroll taxes and (ii) any petty cash Deposit Account that does not have a cash balance at any time exceeding $50,000 so long as the aggregate of all such petty cash Deposit Accounts that are not subject to a “control agreement” as provided in Section 3.9 hereof do not have cash balances at any time exceeding $500,000.

“Excluded Property” shall mean all ownership interests in (a) (i) Lee Enterprises, Incorporated Retirement Account Plan and related trust, (ii) Lee Enterprises, Incorporated Outside Directors Deferral Plan (effective January 1, 2005), (iii) Lee Enterprises, Incorporated Supplementary Benefit Plan and Trust for Non-Qualified Deferred Compensation Benefit Plans of Lee Enterprises (dated January 1, 2006), (iv) Lee Enterprises, Incorporated 1977 Employee Stock Purchase Plan (amended May 17, 2008), and (v) Lee Enterprises, Incorporated Supplemental Employee Stock Purchase Plan (amended February 20, 2007) (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 and/or employees of any Assignor or any Subsidiary thereof, (b) any Equity Interests held by any Assignor in Madison Newspapers, Inc., The Capital Times Company, or TNI Partners (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) 33-1/3% of the voting power of all classes of Equity Interests of any Foreign Subsidiary owned by an Assignor (except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement (in which case this clause (c) shall no longer be applicable)), and (d) with respect to any “intent-to-use” application for trademark or service mark registration filed in the United States Patent and Trademark Office pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, the security interest of the Collateral Agent shall not attach to the extent the inclusion in the Collateral would violate such section, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed.

“Excluded TNI Assets” shall mean all Equity Interests in TNI Partners, all real and personal property which is leased to or used in the operations or business of TNI Partners, and all proceeds of any of the foregoing.

“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.

“Financial Assets” shall have the meaning given such term in Section 8-102(a)(9) of the UCC.

-27-

“Fixtures” shall mean “fixtures” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“General Intangibles” shall mean “general intangibles” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“Goods” shall mean “goods” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“Health-Care-Insurance Receivable” shall mean any “health-care-insurance receivable” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“Indemnitee” shall have the meaning provided in Section 8.1(a) of this Agreement.

“Instrument” shall mean “instruments” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“Inventory” shall mean merchandise, inventory and goods, and all additions, substitutions and replacements thereof and all accessions thereto, wherever located, together with all goods, supplies, incidentals, packaging materials, labels, materials and any other items used or usable in manufacturing, processing, packaging or shipping same, in all stages of production from raw materials through work in process to finished goods, and all products and proceeds of whatever sort and wherever located any portion thereof which may be returned, rejected, reclaimed or repossessed by the Collateral Agent from any Assignor’s customers, and shall specifically include all “inventory” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“Investment Property” shall mean “investment property” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“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.

“Letter-of-Credit Rights” shall mean “letter-of-credit rights” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“Limited Liability Company Interests” shall mean the entire limited liability company membership interest at any time owned by any Assignor in any limited liability company that is not a Subsidiary of such Assignor.

-28-

“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 and trade names now held or hereafter acquired by any Assignor, including any registration or application for registration of any trademarks and service marks 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.

“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 Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Assignor under its Subsidiaries Guaranty) 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 Hedging Agreements, being herein collectively called the “Credit Document Obligations”);

(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 Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, without limitation, in the case of a Assignor that is a Guarantor, all obligations, liabilities and indebtedness of such Assignor under its Guaranty in respect of the Secured Hedging Agreements), and the due performance and compliance by such Assignor with all of the terms, conditions and

-29-

agreements contained in each such Secured Hedging Agreement (all such obligations, liabilities and indebtedness under this clause (ii) being herein collectively called the “Other Obligations”);

(iii) any and all sums advanced by the Collateral Agent in order to preserve the Collateral or preserve its security interest in the Collateral;

(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of such Assignor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs;

(v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 8.1 of this Agreement; and

(vi) all amounts owing to any Agent pursuant to any of the Credit Documents in its capacity as such;

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 that is not a Subsidiary of such Assignor.

“Patents” shall mean any patent in or to which any Assignor now or hereafter has any right, title or interest therein, and any divisions, continuations (including, but not limited to, continuations-in-parts) and improvements thereof, as well as any application for a patent now or hereafter made by any Assignor.

“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.

“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 Secured Hedging Agreement (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities).

-30-

“Proceeds” shall mean all “proceeds” as such term is defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof and, in any event, shall also include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Collateral Agent or any Assignor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to any Assignor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority (or any person acting under color of governmental authority) and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Registered Organization” shall have the meaning provided in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“Representative” shall have the meaning provided in Section 7.4(c) of this Agreement.

“Required Secured Creditors” shall mean (i) at any time when any Credit Document Obligations or Letters of Credit are outstanding or any Commitments under the Credit Agreement exist, 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 all of the Credit Document Obligations have been paid in full and all Commitments under the Credit Agreement have been terminated and no further Commitments and Letters of Credit may be provided thereunder, the holders of a majority of the Other Obligations.

“Requisite Creditors” shall have the meaning provided in Section 10.2 of this Agreement.

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

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

“Secured Debt Agreements” shall mean and include this Agreement, the other Credit Documents and each Secured Hedging Agreement.

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

“Securities Entitlement” shall have the meaning given such term in Section 8-102(a)(17) of the UCC.

“Securities Intermediary” shall have the meaning given such term in Section 8-102(14) of the UCC.

“Software” shall mean “software” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

-31-

“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 that is not a Subsidiary of such Assignor 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 Domestic Corporation that is not a Subsidiary of such Assignor.

“Supporting Obligations” shall mean any “supporting obligation” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York, now or hereafter owned by any Assignor, or in which any Assignor has any rights, and, in any event, shall include, but shall not be limited to all of such Assignor’s rights in any Letter-of-Credit Right or secondary obligation that supports the payment or performance of, and all security for, any Account, Chattel Paper, Document, General Intangible, Instrument or Investment Property.

“Tangible Chattel Paper” shall mean “tangible chattel paper” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“Termination Date” shall have the meaning provided in Section 10.8(a) of this Agreement.

“Timber-to-be-Cut” shall mean “timber-to-be-cut” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

“Trade Secrets” shall mean any secretly held existing engineering or other data, information, production procedures and other know-how relating to the design manufacture, assembly, installation, use, operation, marketing, sale and/or servicing of any products or business of an Assignor worldwide whether written or not.

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

“Transmitting Utility” shall have the meaning given such term in Section 9-102(a)(80) of the UCC.

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

“Uncertificated Security” shall have the meaning given such term in Section 8-102(a)(18) of the UCC.

-32-

ARTICLE X

MISCELLANEOUS

10.1 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, telegraph, telex, telecopy, cable or courier service and all such notices and communications shall, when mailed, telegraphed, telexed, telecopied, or cabled or sent by courier, be effective when deposited in the mails, delivered to the telegraph company, cable company or overnight courier, as the case may be, or sent by telex or telecopier, except that notices and communications to the Collateral Agent or any Assignor shall not be effective until received by the Collateral Agent or such Assignor, as the case may be. All notices and other communications shall be in writing and addressed as follows:

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

Lee Enterprises, Incorporated

201 North Harrison Street

Davenport, Iowa 52801

Attention: Chief Financial Officer

Telephone No.: (563) 383-2179

Telecopier No.: (563) 327-2600

(b) if to the Collateral Agent, at:

60 Wall Street

New York, New York 10005

Attention: Susan Lefevre

Telephone No.: (212) 250-6114

Telecopier No.: (212) 797-5692

(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.

10.2 Waiver; Amendment. Except as provided in Sections 10.8 and 10.12 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); provided, however, that any change, waiver, modification or variance affecting the rights and benefits of a single Class of Secured Creditors (and not all

-33-

Secured Creditors in a like or similar manner) also shall require the written consent of the Requisite Creditors of such affected Class. For the purpose of this Agreement, the term “Class” shall mean each class of Secured Creditors, i.e., whether (x) the Lender Creditors as holders of the Credit Document Obligations or (y) the Other Creditors as the holders of the Other Obligations. For the purpose of this Agreement, the term “Requisite Creditors” of any Class shall mean each of (x) with respect to 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 (y) with respect to the Other Obligations, the holders of at least a majority of all Other Obligations outstanding from time to time.

10.3 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.

10.4 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 10.8 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.

10.5 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.

10.6 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 INTERNAL LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 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

-34-

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.

10.7 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.

10.8 Termination; Release. (a) After the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation in Section

-35-

8.1 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 Uniform Commercial Code 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 date upon which the Total Commitment under the Credit Agreement has been terminated and all Secured Hedging Agreements have been terminated (or other arrangements satisfactory to the counterparties thereto have been completed), no Note under (and as defined in) the Credit Agreement is outstanding and all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated (or cash collateralized or made subject to backstop letters of credit in the aggregate face amount of all outstanding Letters of Credit pursuant to documentation acceptable to the Collateral Agent and the Issuing Lender) and all Obligations then due and payable have been paid in full.

(b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Credit Party) (I) (x) at any time prior to the time at which all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, in connection with a sale or disposition permitted by Section 10.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to the extent permitted by the other Secured Debt Agreements, and in the case of clauses (x) and (y), the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the extent required to be so applied, or (II) pursuant to a Joint-Venture Transaction in accordance with the terms of the Credit Agreement, the Collateral Agent, at the request and expense of such Assignor, will duly release from the security interest created hereby, or in the case of a Joint-Venture Transaction, the security interests created hereby shall be automatically released, (and, in each case, 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. Furthermore, upon the release of any Subsidiary Guarantor from the Subsidiaries Guaranty 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 10.8(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 10.8(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 Subsidiaries Guaranty be released hereunder as provided in the last sentence of Section 10.8(b)

-36-

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 10.8(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 10.8(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 10.8.

10.9 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. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Collateral Agent.

10.10 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.

10.11 The Collateral Agent and the other Secured Creditors. The Collateral Agent will hold in accordance with this Agreement 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.

10.12 Additional Assignors. It is understood and agreed that any Subsidiary Guarantor 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 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, H through K, inclusive, and O through R, 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.

10.13 Post-Signing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that

-37-

no Assignor shall be required to deliver completed Annexes to this Agreement upon its execution and delivery hereof, provided that completed Annexes to this Agreement shall be completed and delivered to the Collateral Agent (whereupon they shall be attached to, and become a part of, this Agreement as if they had been delivered concurrently upon the execution and deliver hereof by each Assignor) as promptly as practicable, and in any event not later than the Security Requirement Date. In furtherance of the foregoing, all representations, warranties and covenants contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing and no Default or Event of Default shall be deemed to occur as a result of the failure of the Assignors to deliver completed Annexes to this Agreement upon their execution and delivery hereof so long as completed Annexes are delivered to the Collateral Agent as promptly as practicable, and in any event not later than the Security Requirement Date.

10.14 Intercreditor Agreement. 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 Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

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

-38-

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


LEE ENTERPRISES, INCORPORATED, as an Assignor

By:		/s/ Carl G. Schmidt
		Name: Carl G. Schmidt Title: Vice President, Chief Financial Officer and Treasurer


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

By:		/s/ C.D. Waterman III
		Name: C.D. Waterman III Title: Secretary


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

By:		/s/ C.D. Waterman III
		Name: C.D. Waterman III Title: Secretary


JOURNAL-STAR PRINTING CO., as an Assignor

By:
		Name: Title:


K. FALLS BASIN PUBLISHING, INC., as an Assignor

By:
		Name: Title:

Signature page to Lee Security Agreement


LEE CONSOLIDATED HOLDINGS CO., as an Assignor

By:
		Name: Title:


LEE PUBLICATIONS, INC., as an Assignor

By:
		Name: Title:


LEE PROCUREMENT SOLUTIONS CO., as an Assignor

By:
		Name: Title:


SIOUX CITY NEWSPAPERS, INC., as an Assignor

By:
		Name: Title:

Signature page to Lee Security Agreement


Accepted and Agreed to: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent

By:		/s/ Susan LeFevre
		Name: Susan LeFevre Title: Managing Director



By:		/s/ Benjamin Souh
		Name: Benjamin Souh Title: Vice President

Signature page to Lee Security Agreement

TABLE OF CONTENTS


	Page
ARTICLE I SECURITY INTERESTS		2

1.1 Grant of Security Interests		2
1.2 Power of Attorney		5

ARTICLE II GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS		6

2.1 Necessary Filings		6
2.2 No Liens		6
2.3 Other Financing Statements		6
2.4 Chief Executive Office, Record Locations		6
2.5 [RESERVED]		7
2.6 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.		7
2.7 [RESERVED]		7
2.8 Certain Significant Transactions		7
2.9 Non-UCC Property		8
2.10 As-Extracted Collateral; Timber-to-be-Cut		8
2.11 Collateral in the Possession of a Bailee		8
2.12 Recourse		8
2.13 Certain Representations and Warranties Regarding Certain Collateral		9

ARTICLE III SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL		9

3.1 Additional Representations and Warranties		9
3.2 Maintenance of Records		9
3.3 Direction to Account Debtors; Contracting Parties; etc.		10
3.4 Modification of Terms; etc.		10
3.5 Collection		11
3.6 Instruments		11
3.7 Assignors Remain Liable Under Accounts		11
3.8 Assignors Remain Liable Under Contracts		11
3.9 Deposit Accounts; Etc.		12
3.10 Letter-of-Credit Rights		13
3.11 Commercial Tort Claims		13
3.12 Chattel Paper		13
3.13 Further Actions		13

(i)


ARTICLE IV SPECIAL PROVISIONS CONCERNING TRADEMARKS AND DOMAIN NAMES			14

4.1 Additional Representations and Warranties			14
4.2 Licenses and Assignments			14
4.3 Infringements			14
4.4 Preservation of Marks			15
4.5 Maintenance of Registration			15
4.6 Future Registered Marks and Domain Names			15
4.7 Remedies			15

ARTICLE V SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS			16

5.1 Additional Representations and Warranties			16
5.2 Licenses and Assignments			16
5.3 Infringements			16
5.4 Maintenance of Patents or Copyrights			16
5.5 Prosecution of Patent or Copyright Applications			17
5.6 Other Patents and Copyrights			17
5.7 Remedies			17

ARTICLE VI PROVISIONS CONCERNING ALL COLLATERAL			17

6.1 Protection of Collateral Agent’s Security			17
6.2 Warehouse Receipts Non-Negotiable			18
6.3 Additional Information			18
6.4 Further Actions			18
6.5 Financing Statements			18

ARTICLE VII REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT			19

7.1 Remedies; Obtaining the Collateral Upon Default			19
7.2 Remedies; Disposition of the Collateral			20
7.3 Waiver of Claims			21
7.4 Application of Proceeds			22
7.5 Remedies Cumulative			23
7.6 Discontinuance of Proceedings			23

ARTICLE VIII INDEMNITY			23

8.1 Indemnity			23
8.2 Indemnity Obligations Secured by Collateral; Survival			24

ARTICLE IX DEFINITIONS			25

ARTICLE X MISCELLANEOUS			33

10.1 Notices			33
10.2 Waiver; Amendment			33
10.3 Obligations Absolute			34

(ii)


10.4 Successors and Assigns			34
10.5 Headings Descriptive			34
10.6 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL			34
10.7 Assignor’s Duties			35
10.8 Termination; Release			36
10.9 Counterparts			37
10.10 Severability			37
10.11 The Collateral Agent and the other Secured Creditors			37
10.12 Additional Assignors			37


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 Security Agreement
ANNEX F		Schedule of Deposit Accounts
ANNEX G		Form of Control Agreement Regarding Deposit Accounts
ANNEX H		Schedule of Commercial Tort Claims
ANNEX I		Schedule of Marks and Applications; Internet Domain Name Registrations
ANNEX J		Schedule of Patents
ANNEX K		Schedule of Copyrights
ANNEX L		Grant of Security Interest in United States Trademarks
ANNEX M		Grant of Security Interest in United States Patents
ANNEX N		Grant of Security Interest in United States Copyrights
ANNEX O		Schedule of Stock
ANNEX P		Schedule of Notes
ANNEX Q		Schedule of Limited Liability Company Interests
ANNEX R		Schedule of Partnership Interests
ANNEX S		Form of Agreement Regarding Uncertificated Securities, Limited Liability Company Interests and Partnership Interests

[Remainder of this page intentionally left blank]

(iii)

ANNEX A

SECURITY AGREEMENT

SCHEDULE OF CHIEF EXECUTIVE OFFICES


Name of Assignor		Address(es) of Chief Executive Office
Lee Enterprises, Incorporated		201 N. Harrison St. Ste. 600, Davenport, IA 52801

Journal-Star Printing Co.		926 P Street, Lincoln, NE 68501

Accudata, Inc.		201 N. Harrison St. Ste. 600, Davenport, IA 52801

INN PARTNERS, L.C.		1510 47^th Ave., Moline, IL 61265

K. Falls Basin Publishing, Inc.		201 N. Harrison St. Ste. 600, Davenport, IA 52801

Lee Consolidated Holdings Co.		507 Main Street, Rapid City, SD 57709

Lee Publications, Inc.		201 N. Harrison St. Ste. 600, Davenport, IA 52801

Lee Procurement Solutions Co.		201 N. Harrison St. Ste. 600, Davenport, IA 52801

Sioux City Newspapers, Inc.		515 Pavonia Street, Sioux City, IA 51102

ANNEX B

SECURITY AGREEMENT

[RESERVED]

ANNEX C

SECURITY AGREEMENT

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

Organization

Assignor’s Location

(for purposes of NY

UCC § 9-307)

Assignor’s

Organization

Identification

Number (or,

if it has none, so

indicate)

Assignor’s Federal

Employer

Identification

Number (or, if it

has none, so

indicate)

Transmitting

Utility?

(Yes/No)

Lee Enterprises, Incorporated

Corporation

Yes

Delaware

201 N. Harrison St. Ste. 600, Davenport, IA 52801

0441410

[redacted]

Journal-Star Printing Co.

Corporation

Yes

Nebraska

926 P Street, Lincoln, NE 68501

1367163

[redacted]

Accudata, Inc.

Corporation

Yes

Iowa

201 N. Harrison St. Ste. 600, Davenport, IA 52801

152599

[redacted]

INN PARTNERS, L.C.

Limited Liability Company

Yes

Iowa

1510 47^th Ave., Moline, IL 61265

190119

[redacted]

Exact Legal

Name of Each

Assignor

Type of

Organization

(or, if the

Assignor is an

Individual, so

indicate)

Registered

Organization

(Yes/No)

Jurisdiction

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)

K. Falls Basin Publishing, Inc.

Corporation

Yes

Oregon

201 N. Harrison St. Ste. 600, Davenport, IA 52801

165730-16

[redacted]

Lee Consolidated Holdings Co.

Corporation

Yes

South Dakota

507 Main Street, Rapid City, SD 57709

DB029424

[redacted]

Lee Publications, Inc.

Corporation

Yes

Delaware

201 N. Harrison St. Ste. 600, Davenport, IA 52801

0786047

[redacted]

Lee Procurement Solutions Co.

Corporation

Yes

Iowa

201 N. Harrison St. Ste. 600, Davenport, IA 52801

24577

[redacted]

Sioux City Newspapers, Inc.

Corporation

Yes

Iowa

515 Pavonia Street, Sioux City, IA 51102

37516

[redacted]

ANNEX D

SECURITY AGREEMENT

[RESERVED]

ANNEX E

SECURITY AGREEMENT


DESCRIPTION OF CERTAIN SIGNIFICANT TRANSACTIONS OCCURRING WITHIN ONE YEAR PRIOR TO THE DATE OF THE SECURITY AGREEMENT
Name of Assignor		Description of any Transactions as required by Section 2.8 of the Security Agreement

None

ANNEX F

SECURITY AGREEMENT

Schedule of Deposit Accounts


Name of Assignor	Description of Deposit Account	Account Number	Name of Bank, Address and Contact Information	Jurisdiction of Bank (determined in accordance with UCC § 9-304)	Excluded Accounts marked with **
Lee Consolidated Holdings Co.	Lee Consolidated Holdings Co	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Incorporated	Lee Enterprises-Main Account	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York

Lee Procurement Solutions Co.	Lee Procurement Solutions	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York

Lee Enterprises, Incorporated	Lee Enterprises Inc - Flex	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Procurement Solutions Co.	Lee Procurement Solutions Co	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York

Lee Enterprises, Incorporated	Lee Circulation	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Incorporated	Lee Advertising	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Procurement Solutions Co.	Lee Procurement Solutions Co - AP	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Procurement Solutions Co.	Lee Procurement - Internal Transfer	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	North County Times 1721 Lbx	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	North County Times 1722	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Annex F

Page 2


Name of Assignor	Description of Deposit Account	Account Number	Name of Bank, Address and Contact Information	Jurisdiction of Bank (determined in accordance with UCC § 9-304)	Excluded Accounts marked with **
Lee Enterprises, Inc.	Billings Gazette	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Journal Star Printing Co.	The Journal Star - Lincoln	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Consolidated Holdings Co.	Rapid City Journal	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Beatrice Daily Sun	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Sioux City Newspapers, Inc.	Sioux City	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Herald & Review #1112 - Decatur	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

INN Partners L.C.	Inn LC dba Townnews 0102	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Racine Journal #1302	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Missoulian #1242	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	The Quad City Times	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Bismarck Tribune	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	The Sentinel #1542 Carlisle	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Annex F

Page 3


Name of Assignor	Description of Deposit Account	Account Number	Name of Bank, Address and Contact Information	Jurisdiction of Bank (determined in accordance with UCC § 9-304)	Excluded Accounts marked with **
Lee Publications, Inc.	The Times #1702 - Munster	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	The Times #1700 - Munster	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Waterloo Courier #1780	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Globe Gazette 1220 - Mason City	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	The Independent Record - Helena	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Montana Standard - Butte	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Mini Nickel 3120 - Bozeman	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Corvallis Gazette Times	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	The Southern Illinoisan - Carbondale	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Daily News - Longview	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Missoulian 1240	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Missoulian #1243 Rack Dep	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Annex F

Page 4


Name of Assignor	Description of Deposit Account	Account Number	Name of Bank, Address and Contact Information	Jurisdiction of Bank (determined in accordance with UCC § 9-304)	Excluded Accounts marked with **
Lee Enterprises, Inc.	River Valley Newspaper 1162	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Times News #1642	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Times & Democrat	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Journal Gazette - Mattoon	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Casper Star Tribune #1560	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Ledger Independent #1660 -Maysville	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Chippewa Herald 1072	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Farm & Ranch	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	The Prairie Star 3472	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Midwest Messenger Plaindealer - Tekamah	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Tri State Neighbor 3040	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Tri State Neighbor 3042	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Annex F

Page 5


Name of Assignor	Description of Deposit Account	Account Number	Name of Bank, Address and Contact Information	Jurisdiction of Bank (determined in accordance with UCC § 9-304)	Excluded Accounts marked with **
Journal Star Printing Co.	Lincoln Journal Star 1180	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Post Star #1582 - Glens Falls	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	The Citizen #1502 - Auburn	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Columbus Telegram	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Fremont Tribune	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Journal Star Printing Co.	Plattsmouth Journal	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Montana Magazine	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	River Valley Newspaper 1160	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Thrifty Nickel #3322	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Muscatine Journal	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	The Quad City Times	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Elko Daily Free Press CC	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Annex F

Page 6


Name of Assignor	Description of Deposit Account	Account Number	Name of Bank, Address and Contact Information	Jurisdiction of Bank (determined in accordance with UCC § 9-304)	Excluded Accounts marked with **
Lee Publications, Inc.	Elko daily Free Press OTC	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Burley Rupert OTC	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Times & Democrat Lb 4024	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Racine Journal Times	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Quad City Times - ACH acct	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Quad City Times - Postal Acct	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Times News Twin Falls	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	The Southern Illinoisan - Carbondale	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Herald Review 111 - Decatur	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Iowa Farmer Today	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	The Sentinel Carlisle	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Consolidated Holdings Co.	Black Hills Weekly	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Annex F

Page 7


Name of Assignor	Description of Deposit Account	Account Number	Name of Bank, Address and Contact Information	Jurisdiction of Bank (determined in accordance with UCC § 9-304)	Excluded Accounts marked with **
Lee Enterprises, Inc.	Missoulian	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Racine Journal Times - Lockbox	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	Post Star dba Glens Falls	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	The Citizen - Auburn	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	River Valley Newspaper Group	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Lee Agri Media	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Inc.	Lee Enterprises Inc corporate depository	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Publications, Inc.	The Sentinel Carlisle	[redacted]	US Bank 201 W. 2^nd Street Davenport, IA 52801	New York	**

Lee Enterprises, Incorporated	Columbus Telegram	[redacted]	First National Bank 2623 13th Street Columbus, NE 68601 402-564-1481 Jeanette Dean jdean@fnni.com		**

Lee Enterprises, Incorporated	River Valley Newspaper Group/Coulee News	[redacted]	Union State Bank 120 S Mill St PO Box 870 West Salem, WI 54669 608-786-0600 Steve Zeman		**

Lee Enterprises, Incorporated	David City Banner Press	[redacted]	First National Bank of Omaha 397 Fourth Street David City, NE 68632 402-267-6011 Patty Vaca pvaca@fnni.com		**

Annex F

Page 8


Name of Assignor	Description of Deposit Account	Account Number	Name of Bank, Address and Contact Information	Jurisdiction of Bank (determined in accordance with UCC § 9-304)	Excluded Accounts marked with **
Lee Enterprises, Incorporated	Fremont Tribune	[redacted]	Fremont National Bank 152 East 6th Street PO Box 228 Fremont, NE 68026 402-721-1050 Norma Zepeda nzepeda@fremontnational.com		**

Lee Enterprises, Incorporated	Muscatine Journal	[redacted]	Central State Bank 301 Iowa Avenue PO Box 146 Muscatine, IA 52761 563-263-3131 Cyndi Luth cyndi.luth@cbibanks.com		**

Lee Enterprises, Incorporated	Ravalli Republic	[redacted]	First Security Bank 100 W Main St Hamilton, MT 59840 406-363-3551		**

Lee Enterprises, Incorporated	The Missoulian/Hamilton Rack-Ravalli	[redacted]	First Security Bank 100 W Main St Hamilton, MT 59840 406-363-3551		**

Lee Enterprises, Incorporated	Tomah Journal	[redacted]	First Bank 1021 Superior Ave Tomah, WI 54660 608-372-7525 Cynthia Erdman		**

Lee Enterprises, Incorporated	Vernon County Broadcaster-Viroqua	[redacted]	Citizens First Bank 101 S Main St Viroqua, WI 54665 608-637-3133 Ron Moilien		**

Lee Consolidated Holdings Co.	Chadron Record	[redacted]	First National Bank 421 Cedar Street Chadron, NE 69337 308-432-5552 Steve Cleveland scleveland@fnbchadron.com		**

Journal-Star Printing Co.	Plattsmouth	[redacted]	Plattsmouth State Bank PO Box 340 Plattsmouth, NE 68048 402-296-2265 Deb Null dnull@plattsmouthbank.com		**

Annex F

Page 9


Name of Assignor	Description of Deposit Account	Account Number	Name of Bank, Address and Contact Information	Jurisdiction of Bank (determined in accordance with UCC § 9-304)	Excluded Accounts marked with **
Lee Publications, Inc.	Auburn - Adv	[redacted]	First Niagara Bank 115 Genesee Street Auburn, NY 13021 315-255-5121 Nancy Thomas nancy.thomas@fnfg.com	*Subject to Post Closing Letter dated January 30, 2012 – To be determined

Lee Publications, Inc.	Auburn - Circ	[redacted]	First Niagara Bank 115 Genesee Street Auburn, NY 13021 315-255-5121 Nancy Thomas nancy.thomas@fnfg.com		**

Lee Publications, Inc.	Carlisle	[redacted]	F & M Trust 20 South Main Street PO Box 6010 Chanbersburg, PA 17201 888-264-6116 Dianne Cornman dianne.cornman@f-mtrust.com	New York

Lee Publications, Inc.	Orangeburg	[redacted]	SCBT National Association Orangeburg SC PO Box 100115 Columbia, SC 29202 800-277-2175 Robert Hill Jr customercare@scbtonline.com	*Subject to Post Closing Letter dated January 30, 2012– To be determined

Lee Publications, Inc.	Twin Falls-	[redacted]	1st Federal 383 Shoshone Street North PO Box 249 Twin Falls, ID 83303 Robyn Sabins rsabins@firstfd.com		**

Sioux City Newspapers, Inc.	Sioux City	[redacted]	Great Southern Bank 329 Pierce St Sioux City, IA 51101 712-277-0246 Cindy Aspeotis		**

Lee Enterprises, Incorporated	Carbondale	[redacted]	Regions Bank 601 East Main Street PO Box 2108 Carbondale, IL 62902 Attn: Jacek Wiltonwski 618-529-2700 Ext 230	*Subject to Post Closing Letter dated January 30, 2012– To be determined

Annex F

Page 10


Name of Assignor	Description of Deposit Account	Account Number	Name of Bank, Address and Contact Information	Jurisdiction of Bank (determined in accordance with UCC § 9-304)	Excluded Accounts marked with **
Lee Enterprises, Incorporated	Carbondale	[redacted]	Regions Bank 601 East Main Street PO Box 2108 Carbondale, IL 62902 Attn: Jacek Wiltonwski 618-529-2700 Ext 230		**

Lee Enterprises, Incorporated	Decatur	[redacted]	Soy Capital Bank & Trust Company 455 North Main Street Decatur, IL 62523 217-429-8710 Attn: Melissa Frye mfrye@soybank.com	*Subject to Post Closing Letter dated January 30, 2012– To be determined

Lee Publications,Inc.	Glens Falls	[redacted]	Glens Falls National Bank & Trust 250 Glen Street Glens Falls, NY 12801 518-745-1000 ext 231 Attn: Paul Delgado emclaughlin@arrowbank.com	New York

Lee Enterprises, Incorporated	Schuyler Sun - NE weeklies Co. 308	[redacted]	Pinnacle Bank Po Box 427 Schuyler, NE 68661 Attn: Gwen M. Mach		**

Lee Publications, Inc.	Longview	[redacted]	Heritage Bank 927 Commerce Ave. PO Box 1518 Longview, WA 98632 360-501-7350 Attn: Rachelle Mayrott	New York

Lee Enterprises, Incorporated	Winona Daily News	[redacted]	Merchant’s Bank 102 East 3rd Street Winona, MN 55987 507-457-1190 Attn: Tammy Johnson tajohnson@merchantsbank.com		**

Lee Enterprises, Incorporated	Racine	[redacted]	Johnson Bank 555 Main Street , Ste 100 Racine, WI 53403 Attn: Tara Panasewicz tpanasewicz@johnsonbank.com	New York

Annex F

Page 11


Name of Assignor	Description of Deposit Account	Account Number	Name of Bank, Address and Contact Information	Jurisdiction of Bank (determined in accordance with UCC § 9-304)	Excluded Accounts marked with **
Lee Consolidated Holdings Co.	Black Hills Weeklies	[redacted]	First Interstate Bank 333 West Blvd Ste 100 Rapid City, SD 57709 605-348-3322 Attn: Danni Barry danni.barry@fib.com		**

Lee Enterprises, Incorporated	Globe Gazette - Mason City	[redacted]	First Citizen’s National Bank 2601 4th Street SW Mason City, IA 50401 641-423-1600 Ext 3315 Attn: Tiffany Nonnweiler tnonnwei@firstcitizensnb.com	*Subject to Post Closing Letter dated January 30, 2012– To be determined

Lee Enterprises, Incorporated	Globe Gazette - Mason City Bar-B-Q Account	[redacted]	First Citizen’s National Bank 2601 4th Street SW Mason City, IA 50401 641-423-1600 Ext 3315 Attn: Tiffany Nonnweiler tnonnwei@firstcitizensnb.com		**

ANNEX G

SECURITY AGREEMENT

Form of Control Agreement Regarding Deposit Accounts

AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of ,20[ ], among the undersigned assignor (the “Assignor”) DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Collateral Agent (the “Collateral Agent”), and (the “Deposit Account Bank”), as the “bank” (as defined in Section 9-102 of the UCC as in effect on the date hereof in the State of (the “UCC”)) with which one or more deposit accounts (as defined in Section 9-102 of the UCC) are maintained by the Assignor (with all such deposit accounts now or at any time in the future maintained by the Assignor with the Deposit Account Bank being herein called the “Deposit Accounts”).

W I T N E S S E T H :

WHEREAS, the Assignor, various other assignors and the Collateral Agent have entered into a Security Agreement, dated as of [ ], (as amended, amended and restated, modified or supplemented from time to time, the “Security Agreement”), under which, among other things, in order to secure the payment of the Obligations (as defined in the Security Agreement), the Assignor has granted a security interest to the Collateral Agent for the benefit of the Secured Creditors (as defined in the Security Agreement) in all of the right, title and interest of the Assignor in and into any and all “deposit accounts” (as defined in Section 9-102 of the UCC) and in all monies, securities, instruments and other investments deposited therein from time to time (collectively, herein called the “Collateral”); and

WHEREAS, the Assignor desires that the Deposit Account Bank enter into this Agreement in order to establish “control” (as defined in Section 9-104 of the UCC) in each Deposit Account at any time or from time to time maintained with the Deposit Account Bank, and to provide for the rights of the parties under this Agreement with respect to such Deposit Accounts;

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. Assignor’s Dealings with Deposit Accounts; Notice of Exclusive Control. Until the Deposit Account Bank shall have received from the Collateral Agent a Notice of Exclusive Control (as defined below), the Assignor shall be entitled to present items drawn on and otherwise to withdraw or direct the disposition of funds from the Deposit Accounts and give instructions in respect of the Deposit Accounts; provided, however, that the Assignor may not, and the Deposit Account Bank agrees that it shall not permit the Assignor to, without the Collateral Agent’s prior written consent, close any Deposit Account. If the Collateral Agent

Annex G

Page 2

shall give to the Deposit Account Bank a notice of the Collateral Agent’s exclusive control of the Deposit Accounts, which notice states that it is a “Notice of Exclusive Control” (a “Notice of Exclusive Control”), only the Collateral Agent shall be entitled to withdraw funds from the Deposit Accounts, to give any instructions in respect of the Deposit Accounts and any funds held therein or credited thereto or otherwise to deal with the Deposit Accounts.

2. Collateral Agent’s Right to Give Instructions as to Deposit Accounts. (a) Notwithstanding the foregoing or any separate agreement that the Assignor may have with the Deposit Account Bank, the Collateral Agent shall be entitled, for purposes of this Agreement, at any time to give the Deposit Account Bank instructions as to the withdrawal or disposition of any funds from time to time credited to any Deposit Account, or as to any other matters relating to any Deposit Account or any other Collateral, without further consent from the Assignor. The Assignor hereby irrevocably authorizes and instructs the Deposit Account Bank, and the Deposit Account Bank hereby agrees, to comply with any such instructions from the Collateral Agent without any further consent from the Assignor. Such instructions may include the giving of stop payment orders for any items being presented to any Deposit Account for payment. The Deposit Account Bank shall be fully entitled to rely on, and shall comply with, such instructions from the Collateral Agent even if such instructions are contrary to any instructions or demands that the Assignor may give to the Deposit Account Bank. In case of any conflict between instructions received by the Deposit Account Bank from the Collateral Agent and the Assignor, the instructions from the Collateral Agent shall prevail.

(b) It is understood and agreed that the Deposit Account Bank’s duty to comply with instructions from the Collateral Agent regarding the Deposit Accounts is absolute, and the Deposit Account Bank shall be under no duty or obligation, nor shall it have the authority, to inquire or determine whether or not such instructions are in accordance with the Security Agreement or any other Credit Document (as defined in the Credit Agreement referred to in the Security Agreement), nor seek confirmation thereof from the Assignor or any other Person.

3. Assignor’s Exculpation and Indemnification of Depository Bank. The Assignor hereby irrevocably authorizes and instructs the Deposit Account Bank to follow instructions from the Collateral Agent regarding the Deposit Accounts even if the result of following such instructions from the Collateral Agent is that the Deposit Account Bank dishonors items presented for payment from any Deposit Account. The Assignor further confirms that the Deposit Account Bank shall have no liability to the Assignor for wrongful dishonor of such items in following such instructions from the Collateral Agent. The Deposit Account Bank shall have no duty to inquire or determine whether the Assignor’s obligations to the Collateral Agent are in default or whether the Collateral Agent is entitled, under any separate agreement between the Assignor and the Collateral Agent, to give any such instructions. The Assignor further agrees to be responsible for the Deposit Account Bank’s customary charges and to indemnify the Deposit Account Bank from and to hold the Deposit Account Bank harmless against any loss, cost or expense that the Deposit Account Bank may sustain or incur in acting upon instructions which the Deposit Account Bank believes in good faith to be instructions from the Collateral Agent.

Annex G

Page 3

4. Subordination of Security Interests; Deposit Account Bank’s Recourse to Deposit Accounts. The Deposit Account Bank hereby subordinates any claims and security interests it may have against, or with respect to, any Deposit Account at any time established or maintained with it by the Assignor (including any amounts, investments, instruments or other Collateral from time to time on deposit therein) to the security interests of the Collateral Agent (for the benefit of the Secured Creditors) therein, and agrees that no amounts shall be charged by it to, or withheld or set-off or otherwise recouped by it from, any Deposit Account of the Assignor or any amounts, investments, instruments or other Collateral from time to time on deposit therein; provided that the Deposit Account Bank may, however, from time to time debit the Deposit Accounts for any of its customary charges in maintaining the Deposit Accounts or for reimbursement for the reversal of any provisional credits granted by the Deposit Account Bank to any Deposit Account, to the extent, in each case, that the Assignor has not separately paid or reimbursed the Deposit Account Bank therefor.

5. Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that:

(a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Account Bank shall be one or more States within the United States.

(b) The Deposit Account Bank shall not permit any Assignor to establish any demand, time, savings, passbook or other account with it which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC).

(c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of govern secured transactions relating to the Deposit Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Accounts is . The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction permitted pursuant to preceding clause (a). All account agreements in respect of each Deposit Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor.

(d) The Deposit Account Bank has not entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from any Deposit Account or other dealings with any Deposit Account or other of the Collateral.

Annex G

Page 4

(e) On the date hereof the Deposit Account Bank maintains no Deposit Accounts for the Assignor other than the Deposit Accounts specifically identified in Annex A hereto.

(f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement.

(g) The Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

6. Deposit Account Statements and Information. The Deposit Account Bank agrees, and is hereby authorized and instructed by the Assignor, to furnish to the Collateral Agent, at its address indicated below, copies of all account statements and other information relating to each Deposit Account that the Deposit Account Bank sends to the Assignor and to disclose to the Collateral Agent all information requested by the Collateral Agent regarding any Deposit Account.

7. Conflicting Agreements. This Agreement shall have control over any conflicting agreement between the Deposit Account Bank and the Assignor.

8. Merger or Consolidation of Deposit Account Bank. Without the execution or filing of any paper or any further act on the part of any of the parties hereto, any bank into which the Deposit Account Bank may be merged or with which it may be consolidated, or any bank resulting from any merger to which the Deposit Account Bank shall be a party, shall be the successor of the Deposit Account Bank hereunder and shall be bound by all provisions hereof which are binding upon the Deposit Account Bank and shall be deemed to affirm as to itself all representations and warranties of the Deposit Account Bank contained herein.

9. Notices. (a) All notices and other communications provided for in this Agreement shall be in writing (including facsimile) and sent to the intended recipient at its address or telex or facsimile number set forth below:

If to the Collateral Agent, at:

60 Wall Street

New York, New York 10005

Attention: Susan Lefevre

Telephone No.: (212) 250-6114

Telecopier No.: (212) 797-5692

Annex G

Page 5

If to the Assignor, at:

If to the Deposit Account Bank, at:

or, as to any party, to such other address or telex or facsimile number as such party may designate from time to time by notice to the other parties.

(b) Except as otherwise provided herein, all notices and other communications hereunder shall be delivered by hand or by commercial overnight courier (delivery charges prepaid), or mailed, postage prepaid, or telexed or faxed, addressed as aforesaid, and shall be effective (i) three business days after being deposited in the mail (if mailed), (ii) when delivered (if delivered by hand or courier) and (iii) or when transmitted with receipt confirmed (if telexed or faxed); provided that notices to the Collateral Agent shall not be effective until actually received by it.

10. Amendment. This Agreement may not be amended, modified or supplemented except in writing executed and delivered by all the parties hereto.

11. Binding Agreement. This Agreement shall bind the parties hereto and their successors and assign and shall inure to the benefit of the parties hereto and their successors and assigns. Without limiting the provisions of the immediately preceding sentence, the Collateral Agent at any time or from time to time may designate in writing to the Deposit Account Bank a successor Collateral Agent (at such time, if any, as such entity becomes the Collateral Agent under the Security Agreement, or at any time thereafter) who shall thereafter succeed to the rights of the existing Collateral Agent hereunder and shall be entitled to all of the rights and benefits provided hereunder.

12. Continuing Obligations. The rights and powers granted herein to the Collateral Agent have been granted in order to protect and further perfect its security interests in the Deposit Accounts and other Collateral and are powers coupled with an interest and will be affected neither by any purported revocation by the Assignor of this Agreement or the rights granted to the Collateral Agent hereunder or by the bankruptcy, insolvency, conservatorship or receivership of the Assignor or the Deposit Account Bank or by the lapse of time. The rights of the Collateral Agent hereunder and in respect of the Deposit Accounts and the other Collateral, and the obligations of the Assignor and Deposit Account Bank hereunder, shall continue in effect until the security interests of Collateral Agent in the Deposit Accounts and such other Collateral have been terminated and the Collateral Agent has notified the Deposit Account Bank of such termination in writing.

Annex G

Page 6

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

14. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

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

Annex G

Page 7

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.


Assignor:

[NAME OF ASSIGNOR]

By:
		Name:
		Title:

Collateral Agent:

DEUTSCHE BANK TRUST COMPANY AMERICAS

By:
		Name:
		Title:

By:
		Name:
		Title:

Deposit Account Bank:

[NAME OF DEPOSIT ACCOUNT BANK]

By:
		Name:
		Title:

ANNEX H

SECURITY AGREEMENT

DESCRIPTION OF COMMERCIAL TORT CLAIMS


Name of Assignor		Description of Commercial Tort Claims

None

None over $100,000.00

ANNEX I

SECURITY AGREEMENT

SCHEDULE OF MARKS AND APPLICATIONS;

INTERNET DOMAIN NAME REGISTRATIONS

1.	Marks and Applications:

Federal Marks (registered with the USPTO)


Owner	Mark	Reg. Date	Registration No.
INN Partners, L.C. d/b/a/ TownNews.com	Ad-Owl	6/16/2009	3639360
	MurlinStats	6/16/2009	3639364
	TownNews.com	6/16/2009	3639362
Lee Enterprises, Incorporated	Best Bridal	9/16/2008	3501832
	First. Best.	3/30/2010	3766801
	Journalstar.com	7/30/2002	2600249
	Lincoln Journal Star	4/23/2002	2563200
	Rapid City Journal	11/29/2005	3019904
	Sellitia.com	2/2/2010	3745545
	Sellitmt.com	9/1/2009	3678060
	Sellitsandiego.com	2/2/2010	3745546
	Sellitwi.com	9/8/2009	3681720
	Snoop	6/9/1992	1693756
	Today’s Deal Hop On It	7/5/2011	3988952
	Wheels For You	1/7/1997	2029349

Lee Procurement Solutions Co.	Albany Democrat-Herald	8/9/2005	2983247
	Beatrice Daily Sun	9/13/2005	2995157
	Billings Gazette	10/4/2005	3003817
	Classic Images	11/30/1993	1807513
	Classic Images	12/7/1999	2297511
	Columbus Telegram	1/24/2006	3049194

Annex I

Page 2


Corncam	9/17/2002	2621368
Corvallis Gazette-Times	1/24/2006	3049193
Films of the Golden Age	1/27/1998	2133570
Films of the Golden Age	5/10/2011	3957298
Fremont Tribune	11/15/2005	3015260
Globe Gazette	1/10/2006	3040312
Hollywords	1/27/1998	2133569
Independent Record	12/13/2005	3027216
Iowa Farmer Today	7/1/1986	1399378
La Crosse Tribune	11/8/2005	3013050
Magic City Experience	7/19/2005	2973147
Midwest Messenger	8/10/1999	2269096
Missoulian	11/22/2005	3017463
Montana Magazine	5/7/1996	1972527
Muscatine Journal	2/7/2006	3057253
North County Times	4/19/2005	2941916
On The River	8/30/2005	2988937
Quad-City Times	3/8/2005	2930855
Ravalli Republic	12/6/2005	3023436
Sioux City Journal	11/1/2005	3010699
The Bismarck Tribune	12/27/2005	3034528
The Chippewa Herald	1/24/2006	3049359
The Journal Times	3/29/2005	2936435
The Montana Standard	5/3/2005	2946203
The Post-Star	12/13/2005	3026856
The Southern Illinoisan	1/17/2006	3044734
The Times and Democrat	7/12/2005	2967026
The Times-News	7/19/2005	2970506
Tidy Rak	8/25/1998	2184916
Times-Courier	1/24/2006	3049358

Annex I

Page 3


	Tri-State Neighbor	2/25/1997	2040735
	Winona Daily News	1/31/2006	3053430
	Winonanet	8/5/1997	2086288
	Work For You	6/1/1999	2249727
	Your Mom	12/26/2006	3189898

Lee Publications, Inc.	The Citizen	6/15/2004	2853531
	The Ledger Independent	6/1/2004	2847485

Federal Applications

None.

State Marks


Owner	Mark	Registration/ Filing/Issued Date	Jurisdiction	Registration No.

Journal-Star Printing Co.	Lincoln Journal	5/26/1993	Nebraska	1247252
	Lincoln Journal-Star	5/26/1993	Nebraska	1247274
	The Lincoln Star	5/26/1993	Nebraska	1247296
	TV Week	5/26/1993	Nebraska	1247285

Lee Enterprises, Incorporated	The Ravalli Post (and design)	2/3/2010	Montana	T027278
	The Valley Post (and design)	2/10/2010	Montana	T027327
	Bismarck Tribune	6/4/2003	North Dakota	19332100
	Jeans Day! (and design)	5/27/1994	North Dakota	6221200
	Farm & Ranch Guide	11/27/1996	North Dakota	16068800

Annex I

Page 4


	For Sale By Owner	6/25/2003	North Dakota	13597600
	North Dakota Online	7/13/1994	North Dakota	5263300
	Pennysaver	7/17/1989	North Dakota	4852500
	The Finder	6/4/2003	North Dakota	19332000
	The Journal Times	8/7/2002	Wisconsin	20025300281
	Turn to the Trib	1/25/2006	Wisconsin	20065601291
	Winona Daily News	3/5/2003	Wisconsin	20035301835
	Chippewa County Advertiser	9/27/2005	Wisconsin	20055600537
	Chippewa Valley Newspapers	3/5/2003	Wisconsin	20035301828
	Dunn County Reminder	8/24/2005	Wisconsin	20055600333
	Dunn County Shopper	9/21/2005	Wisconsin	20055600540
	La Crosse Tribune	3/5/2003	Wisconsin	20035301834
	The Chippewa Herald	9/21/2005	Wisconsin	20055600536
	The Dunn County News	9/21/2005	Wisconsin	20055600539
	Your Family Shopper	9/21/2005	Wisconsin	20055600538
	La Crosse Tribune County Amateur Golf Championship	3/10/2004	Wisconsin	20045401846

Lee Procurement Solutions Co.	Farm Times	6/9/2003	Idaho	17749
	Bettendorf News	4/9/1993	Iowa	165703
	Midwest Marketer	2/4/1992	Iowa	155904

Annex I

Page 5


La Crosse Tribune	5/3/1993	Minnesota	20682
Minnesota Farm Guide	8/27/2002	Minnesota	32969
Winona Daily News	5/3/1993	Minnesota	20681
Independent Record	8/8/1983	Montana	T013760
Missoulian	3/18/1983	Montana	T013624
Penny Saver Wants Ads	5/14/1993	Montana	T017401
Platen Press	6/21/1993	Montana	T017431
Smart Shopper	10/18/2011	Montana	T028518
Thrifty Nickel Want Ads	5/10/1993	Montana	T017389
Your Free Paper Thrifty Nickel Penny Saver Want Ads	5/10/1993	Montana	T017390
L Lincolns Premier Lifestyle Magazine	5/14/2003	Nebraska	10045549
Corvallis Gazette-Times (and design)	5/2/2003	Oregon	36754
Mid-Valley Sunday	9/27/2001	Oregon	35405
Casper Star-Tribune	10/27/2003	Wyoming	2003-000456833

Annex I

Page 6

2.	Internet Domain Name Registrations:

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

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


DOMAIN NAME		BENEFICIAL OWNER
agweekly.com		Ag Weekly
dairymonthly.com		Ag Weekly
farmtimes.com		Ag Weekly
inlivestock.com		Ag Weekly
albany-democratherald.com		Albany Democrat-Herald
albanydemocrat-herald.com		Albany Democrat-Herald
albanydemocrathearld.com		Albany Democrat-Herald
albanydemocratherald.com		Albany Democrat-Herald
beavergameday.com		Albany Democrat-Herald
democrat-herald.com		Albany Democrat-Herald
democrateherald.com		Albany Democrat-Herald
democrathearld.com		Albany Democrat-Herald
democratherald.com		Albany Democrat-Herald
democratherald.xxx		Albany Democrat-Herald
democratheraldnewspaper.com		Albany Democrat-Herald
democraticherald.com		Albany Democrat-Herald
dhonline.com		Albany Democrat-Herald
dhwheelsforyou.com		Albany Democrat-Herald
generationsoregon.com		Albany Democrat-Herald
gtwheelsforyou.com		Albany Democrat-Herald
lebanon-express.com		Albany Democrat-Herald
midvalley.me		Albany Democrat-Herald
mid-valley.me		Albany Democrat-Herald
midvalleyhomefinder.com		Albany Democrat-Herald
midvalleymediagroup.com		Albany Democrat-Herald
midvalleynewspapers.com		Albany Democrat-Herald
midvalleynow.com		Albany Democrat-Herald
midvalleyrealestateextra.com		Albany Democrat-Herald

Annex I

Page 7


midvalleyrex.com		Albany Democrat-Herald
midvalleysunday.com		Albany Democrat-Herald
midvalleyvoice.com		Albany Democrat-Herald
mventertainer.com		Albany Democrat-Herald
mvinbusiness.com		Albany Democrat-Herald
mvonline.com		Albany Democrat-Herald
mvourtown.com		Albany Democrat-Herald
mvvoice.com		Albany Democrat-Herald
mvwheels.com		Albany Democrat-Herald
sellitor.com		Albany Democrat-Herald
welcometoalbany.com		Albany Democrat-Herald
welcometocorvallis.com		Albany Democrat-Herald
westernoregon.com		Albany Democrat-Herald
beatricedailysun.com		Beatrice Daily Sun
beatricedailysun.xxx		Beatrice Daily Sun
sunlandbridal.com		Beatrice Daily Sun
sunlandcelebrations.com		Beatrice Daily Sun
sunlandpets.com		Beatrice Daily Sun
bellefourchepost.com		Belle Fourche Post and Bee
bellefourchepostandbee.com		Belle Fourche Post and Bee
bfpost.com		Belle Fourche Post and Bee
postandbee.com		Belle Fourche Post and Bee
501blog.com		Billings Gazette
bakkenhelpwanted.com		Billings Gazette
bgbids.com		Billings Gazette
billinggazette.com		Billings Gazette
billingsbusiness.com		Billings Gazette
billingsbusinesswatch.com		Billings Gazette
billingsgazette.com		Billings Gazette
billingsgazette.net		Billings Gazette
billingsgazette.tv		Billings Gazette
billingsgazette.xxx		Billings Gazette
billingsgazzette.com		Billings Gazette
billingshomeforsale.com		Billings Gazette
billingshouseforsale.com		Billings Gazette
billingsmagazine.com		Billings Gazette
billingsthriftynickel.com		Billings Gazette
billingswelcomehome.com		Billings Gazette
catgrizinsider.com		Billings Gazette
celebratebillings.com		Billings Gazette
enjoybillings.com		Billings Gazette

Annex I

Page 8


gazoutdoors.com		Billings Gazette
gazprepsports.com		Billings Gazette
greentagsavings.com		Billings Gazette
hopontodaysdeal.com		Billings Gazette
hopontodaysdeals.com		Billings Gazette
hopontotodaysdeal.com		Billings Gazette
hopontotodaysdeals.com		Billings Gazette
hotbuyscoolcash.com		Billings Gazette
insideyellowstone.com		Billings Gazette
insideyellowstonepark.com		Billings Gazette
jobsbakken.com		Billings Gazette
lifewisemagazine.com		Billings Gazette
magiccityexperience.com		Billings Gazette
magiccitymagazine.com		Billings Gazette
montanafires.com		Billings Gazette
montanaflyline.com		Billings Gazette
montanaforum.com		Billings Gazette
montanalandmagazine.com		Billings Gazette
montanawheelsforyou.com		Billings Gazette
montanawheelsforyou.net		Billings Gazette
mybillingsgazette.com		Billings Gazette
newsmontana.net		Billings Gazette
savingsfortheseason.com		Billings Gazette
sellitmontana.com		Billings Gazette
sellitmt.com		Billings Gazette
supersummersavings.com		Billings Gazette
todaysdealbillings.com		Billings Gazette
todaysdealhoponit.com		Billings Gazette
todaysdealsbillings.com		Billings Gazette
todaysdealshoponit.com		Billings Gazette
westernbusinessnews.com		Billings Gazette
workbakken.com		Billings Gazette
workdakotas.com		Billings Gazette
worknd.com		Billings Gazette
workndakota.com		Billings Gazette
worksdakota.com		Billings Gazette
yellowstoneshopper.com		Billings Gazette
ad-ink.net		Bismarck Tribune
bismarcksportshow.com		Bismarck Tribune
bismarcktribune.com		Bismarck Tribune
bismarcktribune.xxx		Bismarck Tribune

Annex I

Page 9


bismarcktribunesportshow.com		Bismarck Tribune
bismarktribune.com		Bismarck Tribune
dakotawheels.com		Bismarck Tribune
dakotawheels.net		Bismarck Tribune
finderads.com		Bismarck Tribune
ndbusinesswatch.com		Bismarck Tribune
ndbusinesswatch.net		Bismarck Tribune
ndfloods.com		Bismarck Tribune
ndfloods.net		Bismarck Tribune
ndcouponsource.com		Bismarck Tribune
ndhirepower.com		Bismarck Tribune
ndonline.com		Bismarck Tribune
ndwheelsforyou.com		Bismarck Tribune
southidahopress.com		Burley South Idaho Press
burtcountyplaindealer.com		Burt County Plaindealer
casperjournal.com		Casper Journal
casperjournal.net		Casper Journal
casperstartribune.com		Casper Star-Tribune
casperstartribune.info		Casper Star-Tribune
casperstartribune.net		Casper Star-Tribune
casperstartribune.org		Casper Star-Tribune
cnfr.net		Casper Star-Tribune
jacksonholestartrib.com		Casper Star-Tribune
livewellwyoming.com		Casper Star-Tribune
mormontrail.net		Casper Star-Tribune
mytribtown.com		Casper Star-Tribune
pokes.trib.com		Casper Star-Tribune
rodeo.trib.com		Casper Star-Tribune
sellitwy.com		Casper Star-Tribune
sellitwyo.com		Casper Star-Tribune
sellitwyoming.com		Casper Star-Tribune
startribuneauction.com		Casper Star-Tribune
trib.com		Casper Star-Tribune
tribextra.com		Casper Star-Tribune
tribextra.net		Casper Star-Tribune
walkacrosswyoming.com		Casper Star-Tribune
wereadnatrona.com		Casper Star-Tribune
wyomingjobquest.com		Casper Star-Tribune
wyominglandmagazine.com		Casper Star-Tribune
wyomingparadeofhomes.com		Casper Star-Tribune
wyomingwheelsforyou.com		Casper Star-Tribune

Annex I

Page 10


wyomingwomensexpo.com		Casper Star-Tribune
wyowheels.com		Casper Star-Tribune
wyowheelsforyou.com		Casper Star-Tribune
wyoworks.com		Casper Star-Tribune
chadronnews.com		Chadron Record
thechadronnews.com		Chadron Record
carsautobody.net		Chippewa Herald
carsautobodyofwisconsin.com		Chippewa Herald
chippewa.com		Chippewa Herald
chippewacountyadvertiser.com		Chippewa Herald
chippewafalls.biz		Chippewa Herald
chippewaherald.com		Chippewa Herald
chippewavalleybusinessreport.com		Chippewa Herald
chippewavalleymarket.com		Chippewa Herald
chippewavalleynewspapers.com		Chippewa Herald
chippewavalleynewspapers.net		Chippewa Herald
coolcellstuff.com		Chippewa Herald
countryrvwi.com		Chippewa Herald
cvnews.net		Chippewa Herald
cvshoppers.com		Chippewa Herald
dnrdiecast.com		Chippewa Herald
dunnconnect.com		Chippewa Herald
dunncountyreminder.com		Chippewa Herald
dunncountyshopper.com		Chippewa Herald
dwn2earth.com		Chippewa Herald
dwntoearth.com		Chippewa Herald
eauclairehomeseller.com		Chippewa Herald
economyfurniture.net		Chippewa Herald
economyfurniture.us		Chippewa Herald
economystorage.info		Chippewa Herald
economywarehouse.com		Chippewa Herald
elite-audio.com		Chippewa Herald
entertainmentsolutions.tv		Chippewa Herald
entsolution.net		Chippewa Herald
freshnkleen.com		Chippewa Herald
horseofadifferentcolor.info		Chippewa Herald
ironwoodlogcreations.com		Chippewa Herald
jackconstruction-menomonie.com		Chippewa Herald
justkissitgoodbuy.com		Chippewa Herald
lakelanddoorsllc.com		Chippewa Herald
leeversfreshfoods.com		Chippewa Herald

Annex I

Page 11


menomoniehomeseller.com		Chippewa Herald
monkeycompanies.com		Chippewa Herald
nitrodjs.com		Chippewa Herald
oakgardensassistedliving.com		Chippewa Herald
premierpoolsspas.com		Chippewa Herald
theetcmag.com		Chippewa Herald
thememorymakers.com		Chippewa Herald
vallysrestaurant.com		Chippewa Herald
wihomeseller.com		Chippewa Herald
Wisconsin-auctions.com		Chippewa Herald
wisconsinwheelsforyou.com		Chippewa Herald
wissotagreen.com		Chippewa Herald
wissotagreen.net		Chippewa Herald
wissotasprings.com		Chippewa Herald
yourfamilyshopper.com		Chippewa Herald
auburnpub.com		Citizen
auburnpub.xxx		Citizen
skjournal.com		Citizen
skaneatelesjournal.com		Citizen
classicimages.com		Classic Images
columbusareachoice.com		Columbus Telegram
columbustelegram.com		Columbus Telegram
columbustelegram.xxx		Columbus Telegram
schuyler-sun.com		Columbus Telegram
thebanner-press.com		Columbus Telegraph
corvallisgazettetimes.com		Corvallis Gazette-Times
gazettetimes.com		Corvallis Gazette-Times
gazettetimes.xxx		Corvallis Gazette-Times
gtconnect.com		Corvallis Gazette-Times
bestpracticeslowercolumbia.com		Daily News
columbiaviews.biz		Daily News
columbiaviews.com		Daily News
columbiaviews.info		Daily News
columbiaviews.net		Daily News
cowlitzcalendar.com		Daily News
cowlitzevents.com		Daily News
cowlitztomorrow.com		Daily News
gofourthfestival.org		Daily News
hairydeals.com		Daily News
lokeco.biz		Daily News
lokeco.info		Daily News

Annex I

Page 12


lokeco.net		Daily News
lokeco.org		Daily News
lokeco.us		Daily News
lowercolumbiamedia.com		Daily News
mytdn.com		Daily News
shoplocalitmatters.com		Daily News
tdn.com		Daily News
tdnnin.com		Daily News
tdn-nin.com		Daily News
tdnnin.org		Daily News
tdn-nin.org		Daily News
tdnpreps.com		Daily News
wheelsforyoutdn.com		Daily News
dunnconnect.com		Dunn County News
dunncountyreminder.com		Dunn County Reminder
dunncountyshopper.com		Dunn County Shopper
elkodaily.com		Elko Daily Free Press
elkodaily.xxx		Elko Daily Free Press
elkovisitor.com		Elko Daily Free Press
miningquarterly.com		Elko Daily Free Press
ag-ads.com		Farm and Ranch Guide
agads.com		Farm and Ranch Guide
agbuzz.com		Farm and Ranch Guide
agonthego.com		Farm and Ranch Guide
farmandranchguide.com		Farm and Ranch Guide
farmequipmentcenter.com		Farm and Ranch Guide
farms4sale.com		Farm and Ranch Guide
illinoisfarmertoday.com		Farm and Ranch Guide
minnesotafarmguide.com		Farm and Ranch Guide
minnesotafarmguide.net		Farm and Ranch Guide
missourifarmertoday.com		Farm and Ranch Guide
mobileagsource.com		Farm and Ranch Guide
brittnewstribune.com		Forest City Summit
forestcitysummit.com		Forest City Summit
winnebagoshopper.com		Forest City Summit
foxxyshoppers.com		Foxxy Shopper - LaCrosse
lacrossefoxxy.com		Foxxy Shopper - LaCrosse
lacrossefoxxyshopper.com		Foxxy Shopper - LaCrosse
fremontneb.com		Fremont Tribune
fremonttribune.com		Fremont Tribune
fremonttribune.xxx		Fremont Tribune

Annex I

Page 13


ftrib.com		Fremont Tribune
burtonwood.com		Globe-Gazette/Sunday Globe
charliebrownchildcare.com		Globe-Gazette/Sunday Globe
clearlakeshoppes.com		Globe-Gazette/Sunday Globe
firstgabrielsonagency.com		Globe-Gazette/Sunday Globe
globegazette.com		Globe-Gazette/Sunday Globe
globegazette.net		Globe-Gazette/Sunday Globe
globegazette.xxx		Globe-Gazette/Sunday Globe
iowaauctionsonline.com		Globe-Gazette/Sunday Globe
leecampersmc.com		Globe-Gazette/Sunday Globe
leescampersmc.com		Globe-Gazette/Sunday Globe
masoncityglobegazette.com		Globe-Gazette/Sunday Globe
masoncityshopper.com		Globe-Gazette/Sunday Globe
minnesotaauctionsonline.com		Globe-Gazette/Sunday Globe
niowarealty.com		Globe-Gazette/Sunday Globe
northiowanews.com		Globe-Gazette/Sunday Globe
northiowarealty.net		Globe-Gazette/Sunday Globe
southbridgemall.net		Globe-Gazette/Sunday Globe
trksp.com		Globe-Gazette/Sunday Globe
wrightiniowa.com		Globe-Gazette/Sunday Globe
accessdecatur.com		Herald & Review
decaturfood.com		Herald & Review
decaturguide.com		Herald & Review
decaturguide.net		Herald & Review
decaturheraldreview.com		Herald & Review
decaturlimited.com		Herald & Review
decaturwelikeithere.com		Herald & Review
getoutandgolf.net		Herald & Review
herald-review.com		Herald & Review
herald-review.xxx		Herald & Review
heraldandreview.com		Herald & Review
heraldreview.com		Herald & Review
hrpreps.com		Herald & Review
myh-r.com		Herald & Review
nowdrivingonline.com		Herald & Review
sellitil.com		Herald & Review
sellitil.net		Herald & Review
sellitillinois.com		Herald & Review
sellitillinois.net		Herald & Review
thebusiness-journal.com		Herald & Review
theprairieshopper.com		Herald & Review

Annex I

Page 14


welikeithere.com		Herald & Review
williamstreetpress.com		Herald & Review
workforyouillinois.com		Herald & Review
hotspringsstar.com		Hot Springs Star
houstonconews.com		Houston County News
lacrescent.com		Houston County News
adit.com		Independent Record Technical Services
dividemag.com		Independent Record Technical Services
flightmagazine.org		Independent Record Technical Services
helenahomegallery.com		Independent Record Technical Services
helenahomeseller.com		Independent Record Technical Services
helenair.com		Independent Record Technical Services
helenair.mobi		Independent Record Technical Services
helenair.net		Independent Record Technical Services
helenair.xxx		Independent Record Technical Services
helenalifestyles.com		Independent Record Technical Services
helenatopjobs.com		Independent Record Technical Services
montanabeltway.com		Independent Record Technical Services
spectatorsguidemontana.com		Independent Record Technical Services
spectatorsguidemt.com		Independent Record Technical Services
theindependentrecord.com		Independent Record Technical Services
ad-owl.com		INN Partners, L.C.
anytimeanything.com		INN Partners, L.C.
anytimenews.com		INN Partners, L.C.
anytownnews.com		INN Partners, L.C.
artisticdisplayads.com		INN Partners, L.C.
bigfoot-print.com		INN Partners, L.C.
bloxcms.com		INN Partners, L.C.
buysellbuy.com		INN Partners, L.C.
carsortrucks.com		INN Partners, L.C.
commercialpropertiesmontana.com		INN Partners, L.C.
commercialpropertiesmt.com		INN Partners, L.C.
commercialpropertymontana.com		INN Partners, L.C.
commercialpropertymt.com		INN Partners, L.C.
communitypapers.com		INN Partners, L.C.
cool-ads.com		INN Partners, L.C.
dotconnectmedia.com		INN Partners, L.C.
flippinflies.com		INN Partners, L.C.
florencecivicclub.com		INN Partners, L.C.
gritzblitz.com		INN Partners, L.C.
grumpyguy.com		INN Partners, L.C.

Annex I

Page 15


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

Annex I

Page 16


corncam.com		Iowa Farmer Today
cropblog.com		Iowa Farmer Today
cropwatchblog.com		Iowa Farmer Today
dairycam.com		Iowa Farmer Today
iowafarmer.biz		Iowa Farmer Today
iowafarmer.com		Iowa Farmer Today
iowafarmer.info		Iowa Farmer Today
iowafarmertoday.com		Iowa Farmer Today
iowavotersguide.com		Iowa Farmer Today
marketwatchonline.com		Iowa Farmer Today
midwestmarketer.com		Iowa Farmer Today
mobileagsource.com		Iowa Farmer Today
soybeancam.com		Iowa Farmer Today
tractorcam.com		Iowa Farmer Today
262scene.com		Journal Times
262thescene.com		Journal Times
animalcrackersjazz.com		Journal Times
battlegroundwisconsin.com		Journal Times
bikeracine.com		Journal Times
burlingtonbeat.com		Journal Times
bustedwi.com		Journal Times
caledoniacommunity.com		Journal Times
cheese-o-sphere.com		Journal Times
cheeseosphere.com		Journal Times
cycleusa.com		Journal Times
designanad.com		Journal Times
discoverburlingtononline.com		Journal Times
discoverracinecounty.com		Journal Times
greatwheelsforyou.com		Journal Times
journaltimes.com		Journal Times
journaltimes.xxx		Journal Times
journaltimesonline.com		Journal Times
jtcommunity.com		Journal Times
jtnie.com		Journal Times
jtsportspage.com		Journal Times
kenoshareport.com		Journal Times
lighthouserun.com		Journal Times
mallofwis.com		Journal Times
myjournaltimes.com		Journal Times
plattsmouthjournal.com		Journal Times
racineanimalcrackers.com		Journal Times

Annex I

Page 17


racinebears.com		Journal Times
racinebusinessmachines.com		Journal Times
racinecareerfest.com		Journal Times
racinecats.com		Journal Times
racinecounty.com		Journal Times
racinecountybride.com		Journal Times
racinecountyhomes.net		Journal Times
racinecountyjobs.net		Journal Times
racinecountywheels.net		Journal Times
racinecoupons.com		Journal Times
racinedining.com		Journal Times
racinedogdays.com		Journal Times
racinedowntown.com		Journal Times
racinejournaltimes.com		Journal Times
racinelighthouserun.com		Journal Times
racinepennysaver.com		Journal Times
racinepublicart.com		Journal Times
racinereport.com		Journal Times
racinesportszone.com		Journal Times
racinetv.com		Journal Times
racineweddings.com		Journal Times
racinewinterfest.com		Journal Times
rageracine.com		Journal Times
readershipeditor.com		Journal Times
relocatetosewisconsin.com		Journal Times
scene262.com		Journal Times
schoolsportsstars.com		Journal Times
searchkenosha.com		Journal Times
searchkenosha.net		Journal Times
searchracine.com		Journal Times
searchracine.net		Journal Times
sellitkenosha.com		Journal Times
sellitracine.com		Journal Times
sellitwi.com		Journal Times
shopforu.com		Journal Times
shopinracine.com		Journal Times
talkinbaseballandbrewers.com		Journal Times
talkinbrewers.com		Journal Times
the262scene.com		Journal Times
thejournaltimes.com		Journal Times
thescene262.com		Journal Times

Annex I

Page 18


usedcarskenosha.com		Journal Times
usedcarsracine.com		Journal Times
voteinracine.com		Journal Times
windpointcommunity.com		Journal Times
wisconsinsportfishingclubs.com		Journal Times
wisconsinwportfishingclubs.com		Journal Times
woelfelworld.com		Journal Times
wrightinracine.com		Journal Times
youknowmoore.com		Journal Times
7riversads.com		LaCrosse Tribune
7riverscars.com		LaCrosse Tribune
7riversclassifieds.com		LaCrosse Tribune
7rivershomes.com		LaCrosse Tribune
7riversjobfair.com		LaCrosse Tribune
7riversjobs.com		LaCrosse Tribune
7riversmarketplace.com		LaCrosse Tribune
7riverswebsites.com		LaCrosse Tribune
bestofrivervalley.com		LaCrosse Tribune
bestoftherivervalley.com		LaCrosse Tribune
bike-trails.net		LaCrosse Tribune
couleenews.com		LaCrosse Tribune
courierlifenews.com		LaCrosse Tribune
getitrivervalley.com		LaCrosse Tribune
healthylivingtoday.net		LaCrosse Tribune
holmencourier.com		LaCrosse Tribune
homeselleronline.com		LaCrosse Tribune
insidepreps.com		LaCrosse Tribune
jacksoncountychronicle.com		LaCrosse Tribune
jimmygillman.com		LaCrosse Tribune
lacrossenet.com		LaCrosse Tribune
lacrossetribune.com		LaCrosse Tribune
lacrossetribune.net		LaCrosse Tribune
lacrossetribune.org		LaCrosse Tribune
lacrossetribune.xxx		LaCrosse Tribune
lxtrb.mobi		LaCrosse Tribune
melrose-chronicle.com		LaCrosse Tribune
mybellaonline.com		LaCrosse Tribune
myliveonline.com		LaCrosse Tribune
my.rivervalleyvoice.com		LaCrosse Tribune
onalaskacommunitylife.com		LaCrosse Tribune
onalaskalife.com		LaCrosse Tribune

Annex I

Page 19


rivervalleyblogs.com		LaCrosse Tribune
rivervalleybusinessreport.com		LaCrosse Tribune
rivervalleynewspapers.com		LaCrosse Tribune
rivervalleyoutdoors.com		LaCrosse Tribune
rivervalleyvoice.com		LaCrosse Tribune
rvbr.com		LaCrosse Tribune
salutingservice.com		LaCrosse Tribune
spartafoxxyshopper.com		LaCrosse Tribune
strayvoltage.org		LaCrosse Tribune
strictly-golf.com		LaCrosse Tribune
tomahjournal.com		LaCrosse Tribune
tricountyfoxxy.com		LaCrosse Tribune
vernonbroadcaster.com		LaCrosse Tribune
westbytimes.com		LaCrosse Tribune
wheelsforyou-online.com		LaCrosse Tribune
wheelswebsite.com		LaCrosse Tribune
windn.mobi		LaCrosse Tribune
winonafoxxy.com		LaCrosse Tribune
winonafoxxyshopper.com		LaCrosse Tribune
lawrencecountyjournal.com		Lawrence County Journal
lebanon-express.com		Lebanon Express
lebanon-express.xxx		Lebanon Express
brackencommunity.com		Ledger Independent
bracken-online.com		Ledger Independent
flemingcommunity.com		Ledger Independent
flemingsburg-online.com		Ledger Independent
georgetown-online.com		Ledger Independent
ledger-independent.com		Ledger Independent
lewisco-online.com		Ledger Independent
maysville.com		Ledger Independent
maysville-online.com		Ledger Independent
maysville-online.xxx		Ledger Independent
ripleyohio-online.com		Ledger Independent
robertsoncommunity.com		Ledger Independent
theledgerindependent.com		Ledger Independent
westunion-online.com		Ledger Independent
leeagrimedia.com		Lee Agri-Media
leeagrimedia.net		Lee Agri-Media
5centads.com		Lee Enterprises
agri-marketplace.com		Lee Enterprises
agrimarketplace.com		Lee Enterprises

Annex I

Page 20


bigskyfires.com		Lee Enterprises
communityforum.com		Lee Enterprises
decatur.biz		Lee Enterprises
digitaldemocracy.com		Lee Enterprises
getitcentral.com		Lee Enterprises
gregschermer.com		Lee Enterprises
guild-lee.com		Lee Enterprises
guild-lee.net		Lee Enterprises
guild-lee.org		Lee Enterprises
iowavoter.com		Lee Enterprises
lawrencecountycentennial.com		Lee Enterprises
lee-eteam.com		Lee Enterprises
lee-guild.com		Lee Enterprises
lee-guild.net		Lee Enterprises
lee-guild.org		Lee Enterprises
lee-interactive.com		Lee Enterprises
lee-online.com		Lee Enterprises
lee-watch.com		Lee Enterprises
lee-watch.net		Lee Enterprises
lee-watch.org		Lee Enterprises
lee.net		Lee Enterprises
leeag.com		Lee Enterprises
leecmstraining.com		Lee Enterprises
leeent.net		Lee Enterprises
leeenterprises.biz		Lee Enterprises
leeenterprises.com		Lee Enterprises
leelocal.com		Lee Enterprises
leenorthwestpublishing.com		Lee Enterprises
leetemplates.com		Lee Enterprises
leetraining.com		Lee Enterprises
mjonline.com		Lee Enterprises
mtfires.com		Lee Enterprises
muscatine.biz		Lee Enterprises
muscatinepost.com		Lee Enterprises
mvtrio.com		Lee Enterprises
nickelads.com		Lee Enterprises
nickelads.org		Lee Enterprises
outdoormotors.com		Lee Enterprises
riverfloodwatch.com		Lee Enterprises
shawano.biz		Lee Enterprises
takemethere.net		Lee Enterprises

Annex I

Page 21


takemethere.org		Lee Enterprises
thechoiceonline.com		Lee Enterprises
thunderinthehills.com		Lee Enterprises
todaysvoter.com		Lee Enterprises
vocap.com		Lee Enterprises
voicecapture.com		Lee Enterprises
wheelforyou.com		Lee Enterprises
wheelsforyouonline.com		Lee Enterprises
wiredpartners.net		Lee Enterprises
wiredpartnerswebdesign.com		Lee Enterprises
wiredpartnerswebhosting.com		Lee Enterprises
wisconsinhomes.com		Lee Enterprises
workforyou.com		Lee Enterprises
yourvoiceatlee.com		Lee Enterprises
cattleseller.com		Lee Procurement Solutions Co.
402411.com		Lincoln Journal Star
apartmentsforyou.com		Lincoln Journal Star
beatriceexperts.com		Lincoln Journal Star
celebratenebraska.com		Lincoln Journal Star
discoverbeatrice.com		Lincoln Journal Star
discoverfremont.com		Lincoln Journal Star
discoverlincoln.com		Lincoln Journal Star
discovernebraska.com		Lincoln Journal Star
fremontexperts.com		Lincoln Journal Star
huskerexpress.com		Lincoln Journal Star
huskerextra.com		Lincoln Journal Star
huskerfootball.com		Lincoln Journal Star
journalstar.com		Lincoln Journal Star
journalstar.xxx		Lincoln Journal Star
journalstarads.com		Lincoln Journal Star
kansaswheelsforyou.com		Lincoln Journal Star
lincolnhomesandrealestate.com		Lincoln Journal Star
lincolnjobs.com		Lincoln Journal Star
lincolnjournalstar.com		Lincoln Journal Star
lincolnswitch.com		Lincoln Journal Star
lmagazinelincoln.com		Lincoln Journal Star
mystarcitysports.com		Lincoln Journal Star
nebraskahomesandrealestate.com		Lincoln Journal Star
nebraskaspot.com		Lincoln Journal Star
nebraskaspot.net		Lincoln Journal Star
nebraskawheelsforyou.com		Lincoln Journal Star

Annex I

Page 22


nebweb.com		Lincoln Journal Star
neighborhoodextra.com		Lincoln Journal Star
onemagazineomaha.com		Lincoln Journal Star
outdoorwheels.com		Lincoln Journal Star
outdoorwheelsforyou.com		Lincoln Journal Star
rentalsforyou.com		Lincoln Journal Star
saddleupnebraska.com		Lincoln Journal Star
sellitnebraska.com		Lincoln Journal Star
starcityhealth.com		Lincoln Journal Star
sunlanddiningcard.com		Lincoln Journal Star
switchlincoln.com		Lincoln Journal Star
ultimatehomedelivery.com		Lincoln Journal Star
wheelsforyou.com		Lincoln Journal Star
wheelsforyoukansas.com		Lincoln Journal Star
wheelsforyounebraska.com		Lincoln Journal Star
workforyounebraska.com		Lincoln Journal Star
masoncitynet.com		Mason City Shopper
jg-tc.com		Mattoon Journal-Gazette
jg-tc.xxx		Mattoon Journal-Gazette
blackhillspress.com		Meade County Times-Tribune
meadecountytimes.com		Meade County Times-Tribune
meadecountytimestribune.com		Meade County Times-Tribune
midwestmessenger.com		Midwest Messenger
ruralvoterguide.com		Midwest Messenger
saddleupkansas.com		Midwest Messenger
saddleupnebraska.com		Midwest Messenger
midwestbullseye.com		Midwest Producer
midwestproducer.com		Midwest Producer
gallatingold.com		Mini Nickel
mininickel.com		Mini Nickel
iowafarmguide.com		Minnesota Farm Guide
autopartsplustools.com		Missoulian
beerandwinemt.com		Missoulian
bigskysportshow.com		Missoulian
billingsbeacon.com		Missoulian
billingsbeacon.net		Missoulian
billingshomeseller.com		Missoulian
billspieceofmind.com		Missoulian
bitterrootbeacon.com		Missoulian
bitterrootbeacon.net		Missoulian
bitterrootevents.com		Missoulian

Annex I

Page 23


bitterrootevents.net		Missoulian
bitterrootfamilies.com		Missoulian
bitterrootflatfinder.com		Missoulian
bitterroothomeseller.com		Missoulian
bitterrootmotel.net		Missoulian
bitterrootpolitics.com		Missoulian
bitterrootrecreation.com		Missoulian
bitterrootwomensnetwork.com		Missoulian
bobcatgrowler.com		Missoulian
bobcatgrowler.net		Missoulian
bradyssportsmansurplus.com		Missoulian
bridesandgroomsmontana.com		Missoulian
bridesandgroomsmt.com		Missoulian
buffalopost.net		Missoulian
buttebeacon.com		Missoulian
buttebeacon.net		Missoulian
butteevents.net		Missoulian
buttehomeseller.com		Missoulian
buymontana.net		Missoulian
catgrowler.com		Missoulian
catgrowler.net		Missoulian
couponingmissoula.com		Missoulian
diningoutmissoula.com		Missoulian
easylivingexpo.com		Missoulian
eholidaymarketplace.com		Missoulian
enjoymontana.com		Missoulian
eyeincamera.com		Missoulian
farranproperties.com		Missoulian
flatheadhomeseller.com		Missoulian
flatheadlakenews.com		Missoulian
flatheadvalleynews.com		Missoulian
graduationmattersmissoula.com		Missoulian
graduationmattersmissoula.org		Missoulian
greatfallsbeacon.com		Missoulian
greatfallsbeacon.net		Missoulian
grizfootball.com		Missoulian
grizmania.com		Missoulian
grizpawblog.com		Missoulian
griztube.com		Missoulian
grizzlygrowler.com		Missoulian
grizzlygrowler.net		Missoulian

Annex I

Page 24


grizzlynickel.com		Missoulian
guidemontana.com		Missoulian
hamiltonbeacon.com		Missoulian
hamiltonbeacon.net		Missoulian
hamiltonhomeseller.com		Missoulian
healthandfitness101.com		Missoulian
helenabeacon.com		Missoulian
helenabeacon.net		Missoulian
holidayathometour.com		Missoulian
hoparts.com		Missoulian
i-five.net		Missoulian
i-ninety.net		Missoulian
incamera360.com		Missoulian
inthelupe.com		Missoulian
kalispellevents.com		Missoulian
kalispellevents.net		Missoulian
kalispellhomeseller.com		Missoulian
knowyourvino.com		Missoulian
lastbestlist.com		Missoulian
lastbestlist.mobi		Missoulian
lastbestlist.net		Missoulian
lendersinthebuff.com		Missoulian
lifeintheroot.com		Missoulian
livingoutdoorsmt.com		Missoulian
livingwellmontana.com		Missoulian
livingwellmt.com		Missoulian
lmgworldwide.net		Missoulian
misoodle.com		Missoulian
missoulabeacon.com		Missoulian
missoulabeacon.net		Missoulian
missouladealers.com		Missoulian
missouladns.com		Missoulian
missouladowntownjobs.com		Missoulian
missoulaeditor.com		Missoulian
missoulaentertainer.com		Missoulian
missoulaeventscenter.com		Missoulian
missoulaeventscenter.net		Missoulian
missoulaeventscenter.org		Missoulian
missoulaflatfinder.com		Missoulian
missoulafoodie.com		Missoulian
missoulahomeseller.com		Missoulian

Annex I

Page 25


missoulahomesellers.com		Missoulian
missoulajobblast.com		Missoulian
missoulajobblast.mobi		Missoulian
missoulameetings.com		Missoulian
missoulamom.com		Missoulian
missoulanews.mobi		Missoulian
missoulapaws.com		Missoulian
missoulapets.com		Missoulian
missoulaprep.com		Missoulian
missoulapreps.com		Missoulian
missoulaprepzone.com		Missoulian
missoulapublicart.com		Missoulian
missoularedtape.com		Missoulian
missoularentalfinder.com		Missoulian
missoulaschoice.com		Missoulian
missoulasearch.mobi		Missoulian
missoulatube.com		Missoulian
missoulian.com		Missoulian
missoulian.net		Missoulian
missoulian.us		Missoulian
missoulian.xxx		Missoulian
missoulianads.com		Missoulian
missoulianentertainer.com		Missoulian
missouliannews.mobi		Missoulian
missoulianprepzone.com		Missoulian
missouliantube.com		Missoulian
missoulien.com		Missoulian
mmgmontana.com		Missoulian
montanaadventurer.com		Missoulian
montanaautofinder.com		Missoulian
montanabeacon.com		Missoulian
montanabeacon.net		Missoulian
montanabeerblog.com		Missoulian
montanabeerblog.net		Missoulian
montanabiggame.com		Missoulian
montanacareerexpo.com		Missoulian
montanaclub.com		Missoulian
montanaelections.net		Missoulian
montanaflatfinder.com		Missoulian
montanagigs.com		Missoulian
montanagrowler.com		Missoulian

Annex I

Page 26


montanagrowler.net		Missoulian
montanaheartsmart.com		Missoulian
montanahomeseller.com		Missoulian
montanahomesforyou.com		Missoulian
montanahomesforyou.net		Missoulian
montanahomesforyou.org		Missoulian
montanajobblast.com		Missoulian
montanajobblast.mobi		Missoulian
montanamessenger.com		Missoulian
montananews.mobi		Missoulian
montanaonsale.com		Missoulian
montanaonsale.mobi		Missoulian
montanaonsale.net		Missoulian
montanaonsale.org		Missoulian
montanasculturaltreasures.com		Missoulian
montanasnowsports.com		Missoulian
montanatracker.com		Missoulian
movingtobillings.com		Missoulian
movingtobillings.net		Missoulian
movingtobillings.org		Missoulian
movingtobozeman.com		Missoulian
movingtobozeman.net		Missoulian
movingtobozeman.org		Missoulian
movingtobutte.com		Missoulian
movingtobutte.net		Missoulian
movingtobutte.org		Missoulian
movingtogreatfalls.com		Missoulian
movingtogreatfalls.net		Missoulian
movingtogreatfalls.org		Missoulian
movingtohamilton.com		Missoulian
movingtohamilton.net		Missoulian
movingtohamilton.org		Missoulian
movingtohelena.com		Missoulian
movingtohelena.net		Missoulian
movingtohelena.org		Missoulian
movingtokalispell.com		Missoulian
movingtokalispell.net		Missoulian
movingtokalispell.org		Missoulian
movingtomissoula.com		Missoulian
movingtomissoula.net		Missoulian
movingtomissoula.org		Missoulian

Annex I

Page 27


mtadventurer.com		Missoulian
mtautofinder.com		Missoulian
mtbeerblog.com		Missoulian
mtbeerblog.net		Missoulian
mtdealers.com		Missoulian
mtevents.net		Missoulian
mtgrowler.com		Missoulian
mtgrowler.net		Missoulian
mtheartsmart.com		Missoulian
mtheartwise.com		Missoulian
mtinbusiness.com		Missoulian
mtmessenger.com		Missoulian
mtoutdoorrec.com		Missoulian
mtpreps.com		Missoulian
mtrmg.com		Missoulian
mtwheelsforyou.com		Missoulian
mtwheelsforyou.net		Missoulian
mymissoulian.com		Missoulian
narpmmontana.com		Missoulian
narpmmontana.org		Missoulian
newwestevents.com		Missoulian
newwestnews.mobi		Missoulian
nickellbag.com		Missoulian
nickellsbag.com		Missoulian
novcoparts.com		Missoulian
novcotools.com		Missoulian
nwtraveldirectory.com		Missoulian
ourcodeofthewest.com		Missoulian
ourcodeofthewest.net		Missoulian
partsplustools.com		Missoulian
playfulmissoula.com		Missoulian
playfulmissoula.net		Missoulian
playfulmissoula.org		Missoulian
playinmissoula.com		Missoulian
playinmissoula.org		Missoulian
prosandpreps.com		Missoulian
ravallipost.net		Missoulian
ravallirant.com		Missoulian
rediscovermt.com		Missoulian
sgm-partners.com		Missoulian
speakupmissoula.com		Missoulian

Annex I

Page 28


spokepatterns.com		Missoulian
talkingtrout.com		Missoulian
talktroutmontana.com		Missoulian
thedigitalbear.com		Missoulian
us-101.net		Missoulian
westernmontana360.com		Missoulian
westernmontanabusinessreview.com		Missoulian
whitefishhomeseller.com		Missoulian
whygraduationmatters.com		Missoulian
whygraduationmatters.org		Missoulian
wildflowerwalks.com		Missoulian
wmtbr.com		Missoulian
workmt.com		Missoulian
workwy.com		Missoulian
zulatube.com		Missoulian
mcpress.com		Mitchell County Press-News
buyitmt.com		Montana Magazine
montanamagazine.com		Montana Magazine
mtfootball.com		Montana Magazine
mtprepsports.com		Montana Magazine
rentitmt.com		Montana Magazine
bozemanexplore.com		Montana Standard
bozemantributary.com		Montana Standard
butterats.com		Montana Standard
butterats.net		Montana Standard
butterats.org		Montana Standard
diggerbeat.com		Montana Standard
montanastandard.com		Montana Standard
mtjobexpo.com		Montana Standard
mtstandard.com		Montana Standard
mtstandard.xxx		Montana Standard
tributaryonline.com		Montana Standard
classicimages.com		Muscatine Journal
filmsofthegoldenage.com		Muscatine Journal
muscatinejournal.com		Muscatine Journal
muscatinejournal.xxx		Muscatine Journal
aguangacommunity.info		North County Times
anzacommunity.info		North County Times
bonsallcommunity.info		North County Times
californian.com		North County Times
californiancareers.com		North County Times

Annex I

Page 29


calvarsity.com		North County Times
camppendletoncommunity.info		North County Times
canyonlakecommunity.info		North County Times
cardiffbytheseacommunity.info		North County Times
carlsbadcommunity.info		North County Times
carmelvalleycommunity.info		North County Times
coastalsocal.com		North County Times
delmarcommunity.info		North County Times
eastcountytimes.net		North County Times
ectimes.net		North County Times
encinitascommunity.info		North County Times
escondidocommunity.info		North County Times
fallbrookcommunity.info		North County Times
hemetcommunity.info		North County Times
idylwildcommunity.info		North County Times
juliancommunity.info		North County Times
lajollacommunity.info		North County Times
lakeelsinorecommunity.info		North County Times
locallivenews.com		North County Times
menifeecommunity.info		North County Times
murrietacommunity.info		North County Times
mynctimes.com		North County Times
ncthomes.com		North County Times
ncthomesearch.net		North County Times
nctimes.com		North County Times
nctimes.net		North County Times
nctimes.xxx		North County Times
nctvarsity.com		North County Times
northcountycareers.com		North County Times
northcountylocal.com		North County Times
northcountylocalnews.com		North County Times
northcountytimes.com		North County Times
oceansidecommunity.info		North County Times
palacommunity.info		North County Times
paumavalleycommunity.info		North County Times
powaycommunity.info		North County Times
ramonacommunity.info		North County Times
ranchobernardocommunity.info		North County Times
ranchosantafecommunity.info		North County Times
sandiegocommunity.info		North County Times
sanmarcoscommunity.info		North County Times

Annex I

Page 30


sellitca.com		North County Times
sellitnorthcounty.com		North County Times
sellitsandiego.com		North County Times
solanabeachcommunity.info		North County Times
temeculacommunity.info		North County Times
todayslocalnews.net		North County Times
valleycentercommunity.info		North County Times
vistacommunity.info		North County Times
wildomarcommunity.info		North County Times
northernblackhillsweeklygroup.com		Northern Black Hills Weekly Group
cass-news.com		Plattsmouth Journal
plattsmouthjournal.com		Plattsmouth Journal
adirondackphantoms.com		Post-Star
adirondackphantoms.net		Post-Star
adkhealth.com		Post-Star
adkphantoms.com		Post-Star
adkscene.com		Post-Star
allthingsadirondack.com		Post-Star
bestoftheregion.com		Post-Star
glensfallsleader.com		Post-Star
glensfallsleader.net		Post-Star
glensfallsleader.org		Post-Star
mypostar.com		Post-Star
poststar.biz		Post-Star
poststar.com		Post-Star
poststar.info		Post-Star
poststar.mobi		Post-Star
poststar.net		Post-Star
poststar.org		Post-Star
poststar.tv		Post-Star
poststar.xxx		Post-Star
queensburycitizen.com		Post-Star
queensburycitizen.net		Post-Star
queensburycitizen.org		Post-Star
saratogapoststar.com		Post-Star
seeadirondacks.com		Post-Star
seeglensfalls.com		Post-Star
seelakegeorge.com		Post-Star
seesaratoga.com		Post-Star
thepoststar.com		Post-Star
wheelsforyou.net		Post-Star

Annex I

Page 31


agalmanac.com		Prairie Star
theprairiestar.com		Prairie Star
qcthriftynickel.com		QC Thrifty Nickel
bhcb.org		Quad-City Times
bix7.com		Quad-City Times
celebrateqc.com		Quad-City Times
getitqca.com		Quad-City Times
hawkeyeprinting.com		Quad-City Times
hawkmania.com		Quad-City Times
iatnt.com		Quad-City Times
iltnt.com		Quad-City Times
iowapulse.com		Quad-City Times
iowatnt.com		Quad-City Times
midwesttruckntractor.com		Quad-City Times
mntnt.com		Quad-City Times
nebtnt.com		Quad-City Times
patriotmotorsqc.com		Quad-City Times
qcbicycleweek.com		Quad-City Times
qcbusinessjournal.com		Quad-City Times
qcdailydeal.com		Quad-City Times
qcdailydeals.com		Quad-City Times
qcgetit.com		Quad-City Times
qchighschools.com		Quad-City Times
qcmediachallenge.com		Quad-City Times
qcmoms.com		Quad-City Times
qcneighbor.com		Quad-City Times
qcneighbors.com		Quad-City Times
qcontheriver.com		Quad-City Times
qcpreps.com		Quad-City Times
qcshops.com		Quad-City Times
qctimes.com		Quad-City Times
qctimes.net		Quad-City Times
qctimes.tv		Quad-City Times
qctimes.xxx		Quad-City Times
qctoday.com		Quad-City Times
qctplus60.com		Quad-City Times
qctplus60.org		Quad-City Times
qcvalues.com		Quad-City Times
qcvarsity.com		Quad-City Times
qcwatchblog.com		Quad-City Times
qcwheels.com		Quad-City Times

Annex I

Page 32


qcwinc.com		Quad-City Times
quad-citiesonline.com		Quad-City Times
quad-citytimes.com		Quad-City Times
quadcitiessportscommission.com		Quad-City Times
quadcitypreps.com		Quad-City Times
quadcitytimes.com		Quad-City Times
quadcityvarsity.com		Quad-City Times
quadsville.com		Quad-City Times
sellitqc.com		Quad-City Times
thebettendorfnews.com		Quad-City Times
thedavenportnews.com		Quad-City Times
themolinenews.com		Quad-City Times
therockislandnews.com		Quad-City Times
tjstruckntrailer.com		Quad-City Times
tricoprinting.com		Quad-City Times
truck-and-tractor.com		Quad-City Times
truck-n-tractor.com		Quad-City Times
wagsauto.com		Quad-City Times
witnt.com		Quad-City Times
bellefourchecommunity.com		Rapid City Journal
bhflavor.com		Rapid City Journal
bhjobfair.com		Rapid City Journal
blackhawkcommunity.com		Rapid City Journal
blackhillsbandit.com		Rapid City Journal
blackhillsbusinessjournal.com		Rapid City Journal
blackhillsclassifieds.com		Rapid City Journal
blackhillsclassifieds.net		Rapid City Journal
blackhillscommunity.com		Rapid City Journal
blackhillsdiscovered.com		Rapid City Journal
blackhillsgovernment.com		Rapid City Journal
blackhillshealthjournal.com		Rapid City Journal
blackhillshomejournal.com		Rapid City Journal
blackhillsjobs.com		Rapid City Journal
blackhillsjobs.net		Rapid City Journal
blackhillsjournal.com		Rapid City Journal
blackhillsjournal.net		Rapid City Journal
blackhillsjournal.org		Rapid City Journal
blackhillslive.com		Rapid City Journal
blackhillspatriot.com		Rapid City Journal
blackhillswheelsforyou.com		Rapid City Journal
boxeldercommunity.com		Rapid City Journal

Annex I

Page 33


chadroncommunity.com		Rapid City Journal
classifieds.thenewspaper.org		Rapid City Journal
crawfordcommunity.net		Rapid City Journal
custercommunity.com		Rapid City Journal
dakotawire.net		Rapid City Journal
dakotawire.org		Rapid City Journal
deadwoodcommunity.com		Rapid City Journal
deadwooddiscovered.com		Rapid City Journal
deadwoodgaming.com		Rapid City Journal
deadwoodgetaway.com		Rapid City Journal
deadwoodgetaways.com		Rapid City Journal
eaglebuttecommunity.com		Rapid City Journal
edgemontcommunity.net		Rapid City Journal
ellsworthcommunity.com		Rapid City Journal
experts.rapidcityjournal.com		Rapid City Journal
festivalofpresidents.com		Rapid City Journal
fortpierrecommunity.com		Rapid City Journal
gillettecommunity.com		Rapid City Journal
harrisoncommunity.net		Rapid City Journal
hayspringscommunity.com		Rapid City Journal
hermosacommunity.com		Rapid City Journal
hillcitycommunity.net		Rapid City Journal
homejournal.biz		Rapid City Journal
hotspringscommunity.com		Rapid City Journal
leadcommunity.net		Rapid City Journal
lead-deadwoodcommunity.com		Rapid City Journal
milestones.rapidcityjournal.com		Rapid City Journal
mountrushmorecommunity.com		Rapid City Journal
newcastlecommunity.net		Rapid City Journal
newellcommunity.net		Rapid City Journal
newunderwoodcommunity.com		Rapid City Journal
northernhillsclassifieds.com		Rapid City Journal
northwestnebraskacommunity.com		Rapid City Journal
nowhiring.rapidcityjournal.com		Rapid City Journal
oelrichscommunity.com		Rapid City Journal
phillipcommunity.com		Rapid City Journal
pierrecommunity.com		Rapid City Journal
ra-ee.rapidcityjournal.com		Rapid City Journal
rapidcityclassifieds.net		Rapid City Journal
rapidcityclassifieds.org		Rapid City Journal
rapidcity.info		Rapid City Journal

Annex I

Page 34


rapidcitygovernment.com		Rapid City Journal
rapidcityhomejournal.com		Rapid City Journal
rapidcityjobs.com		Rapid City Journal
rapidcityjobs.net		Rapid City Journal
rapidcityjournal.com		Rapid City Journal
rapidcityjournal.net		Rapid City Journal
rapidcityjournal.org		Rapid City Journal
rapidcityjournal.xxx		Rapid City Journal
rapidcityjournaljr.com		Rapid City Journal
rapidcity.outdoormotors.com		Rapid City Journal
rapidcityrealestate.org		Rapid City Journal
rapidcityschools.com		Rapid City Journal
rapidcityschools.net		Rapid City Journal
rapidcitysnowbird.com		Rapid City Journal
rapidcity.wheelforyou.com		Rapid City Journal
rapidcitywheelsforyou.com		Rapid City Journal
rcjonline.com		Rapid City Journal
rcjpropicks.com		Rapid City Journal
rocksd.com		Rapid City Journal
rocksouthdakota.com		Rapid City Journal
rosebudcommunity.com		Rapid City Journal
rushvillecommunity.com		Rapid City Journal
saintongecommunity.com		Rapid City Journal
sdbusinessjournal.com		Rapid City Journal
sdlegislature.com		Rapid City Journal
sdlegislature.net		Rapid City Journal
sdprepzone.com		Rapid City Journal
sdwheelsforyou.com		Rapid City Journal
sdyellowjackets.com		Rapid City Journal
shopsturgis.net		Rapid City Journal
shopthehills.com		Rapid City Journal
southdakotabusinessjournal.com		Rapid City Journal
southdakotalegislature.com		Rapid City Journal
southdakotaprepzone.com		Rapid City Journal
southdakotarealestate.org		Rapid City Journal
southdakotawheelsforyou.com		Rapid City Journal
southernhillsclassifieds.com		Rapid City Journal
spearfishcommunity.com		Rapid City Journal
stevenscommunity.net		Rapid City Journal
stongecommunity.com		Rapid City Journal
sturgiscommunity.com		Rapid City Journal

Annex I

Page 35


sturgislinks.com		Rapid City Journal
sturgisrallydaily.com		Rapid City Journal
sturgisrallyvendors.com		Rapid City Journal
summersetcommunity.net		Rapid City Journal
sundancecommunity.net		Rapid City Journal
taketheleapllc.com		Rapid City Journal
thenewspaper.net		Rapid City Journal
thenewspaper.org		Rapid City Journal
tomsts.com		Rapid City Journal
unioncentercommunity.com		Rapid City Journal
uptoncommunity.com		Rapid City Journal
wallcommunity.com		Rapid City Journal
westriverclassifieds.com		Rapid City Journal
whitewoodcommunity.com		Rapid City Journal
bitterrootfamilies.com		Ravalli Republic
bitterrootnews.com		Ravalli Republic
bitterrootpolitics.com		Ravalli Republic
bitterrootrecreation.com		Ravalli Republic
ravallinews.com		Ravalli Republic
ravallirepublic.com		Ravalli Republic
ravallirepublic.xxx		Ravalli Republic
carlislenews.com		Sentinel
carlislepennsylvania.com		Sentinel
carlislesentinel.com		Sentinel
cumberlandlife.com		Sentinel
cumberlink.com		Sentinel
cumberlink.xxx		Sentinel
mechanicsburgpa.com		Sentinel
pawheelsforyou.com		Sentinel
pennstatefan.com		Sentinel
sentinel-news.com		Sentinel
sentinelweekly.com		Sentinel
shippensburgpa.com		Sentinel
shippensburgsentinel.com		Sentinel
shippsentinel.com		Sentinel
shipsentinel.com		Sentinel
iowainsider.com		Sioux City Journal
firstinnation.com		Sioux City Journal
groupsiouxpon.com		Sioux City Journal
iowainsider.com		Sioux City Journal
journalads.com		Sioux City Journal

Annex I

Page 36


journalgoodfellows.com		Sioux City Journal
journalgoodfellows.net		Sioux City Journal
journalgoodfellows.org		Sioux City Journal
littleyellowdog.org		Sioux City Journal
miracleinmapleton.com		Sioux City Journal
mwcareerexpo.com		Sioux City Journal
mwrcareerexpo.com		Sioux City Journal
realestatesiouxland.com		Sioux City Journal
scjbuzz.com		Sioux City Journal
scjdealoftheday.com		Sioux City Journal
sellitdakota.com		Sioux City Journal
sellitia.com		Sioux City Journal
sellitiowa.com		Sioux City Journal
sellitsiouxland.com		Sioux City Journal
sewheelsforyou.com		Sioux City Journal
sfwheelsforyou.com		Sioux City Journal
siouxcity.tv		Sioux City Journal
siouxcityemployment.com		Sioux City Journal
siouxcityjournal.com		Sioux City Journal
siouxcityjournal.xxx		Sioux City Journal
siouxcityjournaljr.com		Sioux City Journal
siouxcityrealestateguide.com		Sioux City Journal
siouxcityshoppersguide.com		Sioux City Journal
siouxcitytalks.com		Sioux City Journal
siouxcityweekender.com		Sioux City Journal
siouxland.net		Sioux City Journal
siouxland.tv		Sioux City Journal
siouxlandactiveseniors.com		Sioux City Journal
siouxlandbidandbuy.com		Sioux City Journal
siouxlandbrides.com		Sioux City Journal
siouxlandbusinessjournal.com		Sioux City Journal
siouxlandbuzz.com		Sioux City Journal
siouxlandcouponsource.com		Sioux City Journal
siouxlandemployment.com		Sioux City Journal
siouxlandevents.com		Sioux City Journal
siouxlandgrooms.com		Sioux City Journal
siouxlandhispanosunidos.com		Sioux City Journal
siouxlandlive.com		Sioux City Journal
siouxlandmoms.com		Sioux City Journal
siouxlandnetwork.com		Sioux City Journal
siouxlandnow.com		Sioux City Journal

Annex I

Page 37


siouxland.outdoormotors.com		Sioux City Journal
siouxlandoutdoors.com		Sioux City Journal
siouxlandpaws.com		Sioux City Journal
siouxlandprep.com		Sioux City Journal
siouxlandpreps.com		Sioux City Journal
siouxlandprime.com		Sioux City Journal
siouxlandrealtor.com		Sioux City Journal
siouxlandshoppersguide.com		Sioux City Journal
siouxlandsports.com		Sioux City Journal
siouxlandsports.net		Sioux City Journal
siouxlandtalks.com		Sioux City Journal
siouxlandvarsity.com		Sioux City Journal
siouxlandvoice.com		Sioux City Journal
siouxlandweekender.com		Sioux City Journal
siouxlandxl.com		Sioux City Journal
siouxlanspaws.com		Sioux City Journal
siouxpon.com		Sioux City Journal
sux911.com		Sioux City Journal
treesforsiouxland.com		Sioux City Journal
treesforsiouxland.org		Sioux City Journal
weeklyshoppersguide.com		Sioux City Journal
wheelsforyouiowa.com		Sioux City Journal
wheelsforyousiouxcity.com		Sioux City Journal
wheelsforyousiouxland.com		Sioux City Journal
work-ia.com		Sioux City Journal
work-iowa.com		Sioux City Journal
workforyouiowa.com		Sioux City Journal
workforyousiouxcity.com		Sioux City Journal
workforyousiouxland.com		Sioux City Journal
tri-stateneighbor.com		Sioux Falls Tri-State Neighbor
tristateneighbor.com		Sioux Falls Tri-State Neighbor
southernblackhillsweeklygroup.com		Southern Black Hills Weekly Group
southernidahobusiness.com		Southern Idaho Business
1region.com		Southern Illinoisan
1region.net		Southern Illinoisan
1region1vision.com		Southern Illinoisan
1region1vision.net		Southern Illinoisan
carbondaleliving.com		Southern Illinoisan
carbondalemarketplace.com		Southern Illinoisan
celebratesouthernillinois.com		Southern Illinoisan
dawgbit.com		Southern Illinoisan

Annex I

Page 38


dawgbit.net		Southern Illinoisan
dawgbits.com		Southern Illinoisan
dawgbits.net		Southern Illinoisan
dawgplay.com		Southern Illinoisan
dawgspot.com		Southern Illinoisan
electionillinois.com		Southern Illinoisan
flipsideonline.com		Southern Illinoisan
greatriversregion.com		Southern Illinoisan
ilelection.com		Southern Illinoisan
ilelection2010.com		Southern Illinoisan
ilelections2010.com		Southern Illinoisan
illelection.com		Southern Illinoisan
illelections.com		Southern Illinoisan
illinoiselection2010.com		Southern Illinoisan
illinoiselections.com		Southern Illinoisan
illinoiselections2010.com		Southern Illinoisan
ilpolitics.com		Southern Illinoisan
ilwinetrail.com		Southern Illinoisan
ilwinetrails.com		Southern Illinoisan
lifeandstylesi.com		Southern Illinoisan
lifeandstylesi.net		Southern Illinoisan
lifeandstylesi.org		Southern Illinoisan
livingwellsi.com		Southern Illinoisan
livingwellsi.mobi		Southern Illinoisan
meetmysi.com		Southern Illinoisan
mysi.biz		Southern Illinoisan
mysouthernillinoisan.com		Southern Illinoisan
oneregion.com		Southern Illinoisan
salukiblog.com		Southern Illinoisan
salukigameday.com		Southern Illinoisan
salukimania.com		Southern Illinoisan
salukisillustrated.com		Southern Illinoisan
salukisillustrated.net		Southern Illinoisan
salukisportsonline.com		Southern Illinoisan
sbj.biz		Southern Illinoisan
siautodeals.com		Southern Illinoisan
sidiningdeals.com		Southern Illinoisan
sihealth.biz		Southern Illinoisan
sihomeseller.com		Southern Illinoisan
sihorsecountry.com		Southern Illinoisan
sipicks.com		Southern Illinoisan

Annex I

Page 39


sipreps.com		Southern Illinoisan
siprepsports.com		Southern Illinoisan
siwheels4u.com		Southern Illinoisan
siwheelsforyou.com		Southern Illinoisan
southernbusinessjournal.com		Southern Illinoisan
southernhomeseller.com		Southern Illinoisan
southernillinois.us		Southern Illinoisan
southernillinoisan.com		Southern Illinoisan
southernillinoisian.com		Southern Illinoisan
southernillinoismag.com		Southern Illinoisan
southernville.com		Southern Illinoisan
thesouthern.com		Southern Illinoisan
thesouthern.net		Southern Illinoisan
thesouthern.org		Southern Illinoisan
thesouthern.xxx		Southern Illinoisan
thesouthernillinoisan.xxx		Southern Illinoisan
thinksouthernillinois.com		Southern Illinoisan
toursouthernillinois.com		Southern Illinoisan
trailsouthernillinois.com		Southern Illinoisan
varsitysi.com		Southern Illinoisan
winecountrysi.com		Southern Illinoisan
achristmasstoryindiana.com		Times
ahammondstory.com		Times
buildshoremagazine.com		Times
burhamcommunity.com		Times
calumetcitycommunity.com		Times
cedarlakecommunity.com		Times
chestertoncommunity.com		Times
cretecommunity.com		Times
crownpointcommunity.com		Times
demottecommunity.com		Times
doltoncommunity.com		Times
dunelandcommunity.com		Times
dyercommunity.com		Times
eastchicagocommunity.com		Times
garycommunity.com		Times
griffithcommunity.com		Times
hammondcommunity.net		Times
hbanwionline.com		Times
hbanwiparadeofhomes.com		Times
hbaofnwi.com		Times

Annex I

Page 40


hbaofnwionline.com		Times
hebroncommunity.com		Times
highlandcommunity.net		Times
hobartcommunity.com		Times
indianastory.com		Times
koutscommunity.com		Times
lakecountycommunity.com		Times
lakemichiganparent.com		Times
lakesofthe4seasonscommunity.com		Times
lakesofthefourseasonscommunity.com		Times
lakestationcommunity.com		Times
lansingcommunity.net		Times
laportecommunity.com		Times
laportecountycommunity.com		Times
lowellcommunity.net		Times
merrillvillecommunity.com		Times
michigancitycommunity.com		Times
munstercommunity.com		Times
mynwitimes.com		Times
nwi.com		Times
nwibargains.com		Times
nwibidandbuy.com		Times
nwicommunities.com		Times
nwicommunity.com		Times
nwihome.com		Times
nwihomeandgardenshow.com		Times
nwihomes.com		Times
nwihometour.com		Times
nwihousingalliance.com		Times
nwihousingforum.com		Times
nwioneregiononevision.com		Times
nwiparadeofhomes.com		Times
nwipets.com		Times
nwipreps.com		Times
nwiprepsports.com		Times
nwiprepzone.com		Times
nwirealty.com		Times
nwitalks.com		Times
nwitimes.com		Times
nwitimes.tv		Times
nwitimes.xxx		Times

Annex I

Page 41


nwivoices.com		Times
nwiwomenswisdom.com		Times
portagecommunity.com		Times
portercountycommunity.com		Times
saukvillagecommunity.com		Times
scherervillecommunity.com		Times
sherervillecommunity.com		Times
shorebrideonline.com		Times
shorebridesonline.com		Times
shorelakemichigan.com		Times
shorewoodforrestcommunity.com		Times
shorezine.com		Times
southhollandcommunity.com		Times
southshorepreps.com		Times
southshorevoice.com		Times
southwestmiparent.com		Times
stjohncommunity.com		Times
swmparent.com		Times
theshoremagazine.com		Times
thetimesonline.com		Times
thorntoncommunity.com		Times
timescapsule.com		Times
timescars.com		Times
timesemployment.com		Times
timeshomes.com		Times
timeshomeseller.com		Times
timespreps.com		Times
timeswheelsforyou.com		Times
timeswork.com		Times
vacationshoremagazine.com		Times
valparaisocommunity.com		Times
valpocommunity.com		Times
vivalostiempos.com		Times
vivanwi.com		Times
vivathetimes.com		Times
westvillecommunity.com		Times
wheelercommunity.com		Times
whitethornewoodscommunity.com		Times
whitingcommunity.net		Times
yournwi.com		Times
yoursouthshore.com		Times

Annex I

Page 42


scwheelsforyou.com		Times and Democrat
thebulldogzone.com		Times and Democrat
thetandd.com		Times and Democrat
thetandd.xxx		Times and Democrat
timesanddemocrat.com		Times and Democrat
idwheelsforyou.com		Times-News
magicvalley.com		Times-News
magicvalley.xxx		Times-News
southidahonews.com		Times-News
thetimesnewsonline.com		Times-News
times-newsonline.com		Times-News
ectradinpost.com		Tradin’ Post Buyer’s Guide
witradinpost.com		Tradin’ Post Buyer’s Guide
attitudesforwomen.com		Waterloo Courier
blackhawkmania.com		Waterloo Courier
btruemag.com		Waterloo Courier
bucksmania.net		Waterloo Courier
businessmonthy.com		Waterloo Courier
cedarvalleyimage.net		Waterloo Courier
cedarvalleyimage.org		Waterloo Courier
cedarvalleyinclusion.com		Waterloo Courier
cedarvalleyinsider.com		Waterloo Courier
cedarvalleyjobs.com		Waterloo Courier
cedarvalleyparadeofhomes.com		Waterloo Courier
cedarvalleyparadeofhomes.net		Waterloo Courier
cedarvalleypreps.com		Waterloo Courier
courierwebcasts.com		Waterloo Courier
courierwheelsforyou.com		Waterloo Courier
cv-hg.com		Waterloo Courier
cvbizlink.com		Waterloo Courier
cvbusinessmonthly.com		Waterloo Courier
cvinclusion.com		Waterloo Courier
cvparadeofhomes.com		Waterloo Courier
cvparadeofhomes.net		Waterloo Courier
cvpulse.com		Waterloo Courier
cyclonemania.com		Waterloo Courier
davidiver.com		Waterloo Courier
pantherillustrated.com		Waterloo Courier
pantherillustrated.net		Waterloo Courier
panthermania.net		Waterloo Courier
waterloocedarfallsia.com		Waterloo Courier

Annex I

Page 43


waterloocourier.com		Waterloo Courier
wcfcourier.com		Waterloo Courier
wcfcourier.xxx		Waterloo Courier
winonadailynews.com		Winona Daily News
winonadailynews.xxx		Winona Daily News
winonanet.com		Winona Daily News

ANNEX J

SECURITY AGREEMENT

SCHEDULE OF PATENTS

None

ANNEX K

SECURITY AGREEMENT

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 for copyrights owned by The Times returned nearly 1900 hits. It is unknown if any of these documents are owned by the Munster, Indiana newspaper and this information is unascertainable without examining each of those records. 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, Inc.	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

Annex K

Page 2


Montana wilderness: discovering the heritage	10/15/84	TX0001462340

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 K

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

Annex K

Page 4


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

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	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

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

Annex K

Page 5


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	4/07 (30 issues)	TX0006647429

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

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

Annex K

Page 6


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

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

Annex K

Page 7


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

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

Annex K

Page 8


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

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

Annex K

Page 9


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

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

Annex K

Page 10


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

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

Annex K

Page 11


Classic film/video images: the magazine for film and video enthusiasts	5/2/80	TX0000473086

Classic film/video images: the magazine for film and video enthusiasts	6/27/80	TX0000561538

Classic film/video images: the magazine for film and video enthusiasts	8/29/80	TX0000551848

Classic film/video images: the magazine for film and video enthusiasts	11/5/80	TX0000579087

Classic film/video images: the magazine for film and video enthusiasts	3/1/79	TX0000283759

Classic film/video images: the magazine for film and video enthusiasts	5/1/79	TX0000248745

Classic film/video images: the magazine for film and video enthusiasts	7/1/79	TX0000353198

Classic film/video images: the magazine for film and video enthusiasts	9/3/79	TX0000327846

Classic film/video images: the magazine for film and video enthusiasts	11/9/79	TX0000365103

Classic film/video images: the magazine for film and video enthusiasts	12/28/78	TX0000180666

Classic film/video images: the magazine for film and video enthusiasts	7/1/82	TX0000937378

Classic film/video images: the magazine for film and video enthusiasts	7/29/82	TX0000959249

Classic film/video images: the magazine for film and video enthusiasts	8/26/82	TX0000975817

Annex K

Page 12


Classic film/video images: the magazine for film and video enthusiasts	9/30/82	TX0000994644

Classic film/video images: the magazine for film and video enthusiasts	11/01/82	TX00001008520

Classic film/video images: the magazine for film and video enthusiasts	12/08/82	TX00001024700

Classic film/video images: the magazine for film and video enthusiasts	1/4/1982	TX0000828868

Classic film/video images: the magazine for film and video enthusiasts	2/1/82	TX0000854940

Classic film/video images: the magazine for film and video enthusiasts	3/2/82	TX0000865374

Classic film/video images: the magazine for film and video enthusiasts	4/1/82	TX0000887821

Classic film/video images: the magazine for film and video enthusiasts	5/1/82	TX0000920661

Classic film/video images: the magazine for film and video enthusiasts	6/1/82	TX0000917939

Classic film/video images: the magazine for film and video enthusiasts	7/2/81	TX0000727749

Classic film/video images: the magazine for film and video enthusiasts	8/31/81	TX0000763704

Annex K

Page 13


	Classic film/video images: the magazine for film and video enthusiasts	11/2/81	TX0000802518

	Classic film/video images: the magazine for film and video enthusiasts	1/2/81	TX0000612297

	Classic film/video images: the magazine for film and video enthusiasts	3/2/81	TX0000643775

	Classic film/video images: the magazine for film and video enthusiasts	5/1/81	TX0000686084

	Classic film/video images: the magazine for film and video enthusiasts	1/3/80	TX0000391384

	Classic film/video images: the magazine for film and video enthusiasts	3/3/80	TX0000434240

	Market facts, Muscatine	12/1/79	TX0000431746

	Market facts, Muscatine, 1979	7/2/79	TX0000331374

	Classic Images	1/18/93	TX0003502241

	Classic Images	2/18/93	TX0003539713

	Classic Images	2/83	TX0001078011

Muscatine Journal, division of Lee Enterprises, Inc.	A pictorial history of Muscatine, Iowa	4/20/92	TX0003465483

Lee Enterprises, Inc. d.b.a. Winona (MN) Daily News	Pieces of the past: celebrating Winonas first 150 years	9/19/01	TX0005528173

SEE ANNEXES K-1, K-2 and K-3 ATTACHED HERETO.

ANNEX L

SECURITY AGREEMENT

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 Deutsche Bank Trust Company Americas, as Collateral Agent, with principal offices at 60 Wall Street, New York, New York 10005, (the “Grantee”), a continuing security interest in (i) all of the Grantor’s right, title and interest in, to and under to the United States trademarks, trademark registrations and trademark applications (the “Marks”) set forth on Schedule A attached hereto, (ii) all Proceeds (as such term is defined in the Security Agreement referred to below) and products of the Marks, (iii) the goodwill of the businesses with which the Marks are associated and (iv) all causes of action arising prior to or after the date hereof for infringement of any of the Marks 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 Security Agreement among the Grantor, the other assignors from time to time party thereto and the Grantee, dated as of [ ] (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”). Upon the occurrence of the Termination Date (as defined in the Security Agreement), the Grantee shall execute, acknowledge, and deliver to the Grantor an instrument in writing releasing the security interest in the Marks acquired under this Grant.

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

Annex L

Page 2

Grant are deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall govern.

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

Annex L

Page 3

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


[NAME OF GRANTOR], Grantor

By
		Name:
		Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and Grantee

By
		Name:
		Title:

By
		Name:
		Title:


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


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 Deutsche Bank Trust Company Americas, 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

SCHEDULE A


MARK		REG. NO.		REG. DATE

ANNEX M

SECURITY AGREEMENT

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 Deutsche Bank Trust Company Americas, as Collateral Agent, with principal offices at 60 Wall Street, New York, New York 10005, (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 Security 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.

Annex M

Page 2

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

Annex M

Page 3

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


[NAME OF GRANTOR], Grantor

By
		Name:
		Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and Grantee

By
		Name:
		Title:

By
		Name:
		Title:


STATE OF	)
	)	ss:
COUNTY OF	)



						Notary Public


STATE OF	)
	)	ss:
COUNTY OF	)



						Notary Public

SCHEDULE A


PATENT		PATENT NO.		ISSUE DATE

ANNEX N

SECURITY AGREEMENT

GRANT OF SECURITY INTEREST

IN UNITED STATES COPYRIGHTS

WHEREAS, [Name of Grantor], a (the “Grantor”), having its chief executive office at , , 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, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent, with principal offices at 60 Wall Street, New York, New York 10005, (the “Grantee”), desires to acquire a security interest in 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 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 Security Agreement, dated as of [ ], 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 “Security 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 and copyright registrations and applications therefor set forth in Schedule A attached hereto.

Upon the occurrence of the Termination Date (as defined in the Security Agreement), the Grantee shall execute, acknowledge, and deliver to the Grantor an instrument in writing releasing the security interest in the Copyrights acquired under this Grant.

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

Annex N

Page 2

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


[NAME OF GRANTOR], Grantor

By
		Name:
		Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and Grantee

By
		Name:
		Title:

By
		Name:
		Title:


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 O

SECURITY AGREEMENT


STATE OF	)
	)	ss:
COUNTY OF	)



						Notary Public

ANNEX O

SECURITY AGREEMENT

SCHEDULE OF STOCK

1.	Lee Enterprises, Incorporated

Name of Issuing Corporation

Type of

Number of
Shares

Certificate No.

Percentage
Owned

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

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

Number of
Shares

Certificate
No.

Percentage
Owned

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

RealMatch, LTD.

Common

184,236

Not Indicated

Less than
50%

(i)

RealMatch, LTD.

Common

27,778

Not Indicated

Less than
50%

(i)

ANNEX P

SECURITY AGREEMENT

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, 2012	Lee Publications, Inc.	(v)

$59,300,000	June 30, 2012	Lee Publications, Inc.	(v)

$1,290,485.27	June 30, 2012	INN Partners, L.C.	(v)

2.	Lee Consolidated Holdings Co.


Amount*	Maturity Date	Obligor	Sub-clause of Section 1.1(b) of Security Agreement
$419,337,403	June 30, 2012	Lee Enterprises, Incorporated	(v)

3.	Lee Publications, Inc.


Amount*	Maturity Date		Obligor	Sub-clause of Section 1.1(b) of Security Agreement
$59,300,000		June 30, 2012	Sioux City Newspapers, Inc.	(v)

*	Original principal amount.

ANNEX Q

SECURITY AGREEMENT

SCHEDULE OF LIMITED LIABILITY COMPANY INTERESTS

1.	Accudata, Inc.

Name of

Issuing Limited

Liability Company

Type of
Interest

Percentage
Owned

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

Community Distribution Partners, LLC

LLC

(iv)

ANNEX R

SECURITY AGREEMENT

SCHEDULE OF PARTNERSHIP INTERESTS

None

ANNEX S

SECURITY AGREEMENT

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 [ , 200 ], among the undersigned pledgor (the “Pledgor”), Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Collateral Agent (the “Pledgee”), 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 Pledgor, certain of its affiliates and the Pledgee have entered into a Security Agreement, dated as of [ ] (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”), under which, among other things, in order to secure the payment of the Obligations (as defined in the Security Agreement), the Pledgor has or will pledge to the Pledgee for the benefit of the Secured Creditors (as defined in the Security Agreement), and grant a security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest of the Pledgor 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 Security Agreement)] [Limited Liability Company Interests (as defined in the Security Agreement)], from time to time issued by the Issuer, whether now existing or hereafter from time to time acquired by the Pledgor (with all of such [Uncertificated Securities] [Partnership Interests] [Limited Liability Company Interests] being herein collectively called the “Issuer Pledged Interests”); and

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

1. The Pledgor hereby irrevocably authorizes and directs the Issuer, and the Issuer hereby agrees, to comply with any and all instructions and orders originated by the Pledgee (and its successors and assigns) regarding any and all of the Issuer Pledged Interests without the further consent by the registered owner (including the Pledgor), and, following its receipt of a notice from the Pledgee stating that the Pledgee 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 Pledgee (and its successors and assigns) or a court of competent jurisdiction.

ANNEX S

SECURITY AGREEMENT

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 Pledgee) has been received by it, and (ii) the security interest of the Pledgee 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 Pledgor of, and the granting by the Pledgor of a security interest in, the Issuer Pledged Interests to the Pledgee, 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 Pledgor by the Issuer in respect of the Issuer will also be sent to the Pledgee at the following address:

60 Wall Street

New York, New York 10005

Attention: Susan Lefevre

Telephone No.: (212) 250-6114

Telecopier No.: (212) 797-5692

5. Following its receipt of a notice from the Pledgee stating that the Pledgee is exercising exclusive control of the Issuer Pledged Interests and until the Pledgee 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 Pledgee only by wire transfers to such account as the Pledgee 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 Pledgee or the Issuer shall not be effective until received. All notices and other communications shall be in writing and addressed as follows:

(a)

if to the Pledgor, at:

c/o Lee Enterprises, Incorporated

201 North Harrison Street

Davenport, Iowa 52801

ANNEX S

SECURITY AGREEMENT

Attention: Chief Financial Officer

Telephone No.: (563) 383-2179

Telecopier No.: (563) 327-2600

(b)

if to the Pledgee, at the address given in Section 4 hereof;

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 Pledgor and the Issuer and shall inure to the benefit of and be enforceable by the Pledgee 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 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 Pledgee, the Issuer and the Pledgor.

8. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws.

* * *

IN WITNESS WHEREOF, the Pledgor, the Pledgee 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 Pledgor

By
		Name:
		Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS,
		not in its individual capacity but solely as Collateral Agent and Pledgee

By
		Name:
		Title:

By
		Name:
		Title:

[ ],
		as the Issuer

By
		Name:
		Title: