Exhibit 10.4



 Exhibit 10.4 
 EXECUTION VERSION 
 PLEDGE AGREEMENT 

PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this
“Agreement”), dated as of January 30, 2012, made by each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 30 hereof,
the “Pledgors”) in favor of Deutsche Bank Trust Company Americas, as collateral agent (together with any successor collateral agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below).
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 Pledgee 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 after the date hereof enter into, one or more Interest Rate Protection Agreements 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 (or deemed 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 and maintaining Secured Hedging Agreements that each Pledgor shall have executed
and delivered to the Pledgee this Agreement; and 








 Exhibit I 
 Page 2 
  

 WHEREAS, each Pledgor desires to execute this Agreement to satisfy the
conditions described in the preceding paragraph; 
 WHEREAS, each Pledgor will obtain benefits from the
incurrence (or deemed 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 (or deemed to have made) 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 foregoing and other benefits accruing to each Pledgor, the receipt and
sufficiency of which are hereby acknowledged, each Pledgor hereby makes the following representations and warranties to the Pledgee for the benefit of the Secured Creditors and hereby covenants and agrees with the Pledgee for the benefit of the
Secured Creditors as follows: 
 1. SECURITY FOR OBLIGATIONS. This Agreement is made by each Pledgor for the
benefit of the Secured Creditors to secure: 
 (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 on or after the commencement of
any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any Subsidiary thereof 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 Pledgor owing to the Lender Creditors, whether now existing or hereafter incurred under, arising out
of, or in connection with, each Credit Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries
Guaranties) and the due performance and compliance by such Pledgor 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, liabilities or indebtedness with respect to the 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 on or after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding
of any Pledgor or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in 








 Exhibit I 
 Page 3 
  

 
any such proceeding) owing by such Pledgor to the Other Creditors now existing or hereafter incurred under, arising out of or in connection with each Secured Hedging Agreement, whether such
Secured Hedging Agreement is now in existence or hereinafter arising (including, in the case of a Pledgor that is a Subsidiary Guarantor, all obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty in respect of
each Secured Hedging Agreements), and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each 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 Pledgee in order to preserve the Collateral (as hereinafter
defined) 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 Pledgor 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 Pledgee 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 11 of this Agreement; 
 (vi) all amounts owing to any Agent or
any of its affiliates pursuant to any of the Credit Documents in its capacity as such; and 

(vii) any and all other debts, liabilities and reimbursement obligations, indemnity obligations and other
obligations for monetary amounts, fees, expenses, costs or other sums (including reasonable attorneys’ fees and costs) chargeable to any Credit Party under or pursuant to any of the Credit Documents. 

all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vii) of this
Section 1 being herein collectively called the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of
this Agreement or extended from time to time after the date of this Agreement. 
 2. DEFINITIONS.
(a) Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as therein defined. Reference to singular terms shall include the plural and vice versa. 

(b) The following capitalized terms used herein shall have the definitions specified below: 

“Administrative Agent” shall have the meaning set forth in the recitals hereto. 

“Adverse Claim” shall have the meaning given such term in Section 8-102(a)(1) of the UCC.









 Exhibit I 
 Page 4 
  

 “Agreement” shall have the meaning set forth in the
first paragraph hereof. 
 “Borrower” shall have the meaning set forth in the recitals hereto.

 “Certificated Security” shall have the meaning given such term in Section 8-102(a)(4)
of the UCC. 
 “Class” shall have the meaning provided in Section 22 hereof. 

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

 “Collateral” shall have the meaning set forth in Section 3.1 hereof. 

“Credit Agreement” shall have the meaning set forth in the recitals hereto. 

“Credit Document Obligations” shall have the meaning set forth in Section 1(i) hereof. 

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

 “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. 

“Exempted Foreign Entity” shall mean any Foreign Corporation and any limited liability company organized
under the laws of a jurisdiction other than the United States or any State thereof or the District of Columbia that, in any such case, is treated as a corporation or an association taxable as a corporation for U.S. federal income tax purposes.

 “Foreign Corporation” shall have the meaning set forth in the definition of
“Stock”. 
 “Indemnitees” shall have the meaning set forth in Section 11 hereof.

 “Investment Property” shall have the meaning given such term in Section 9-102(a)(49) of
the UCC. 
 “Lender Creditors” shall have the meaning set forth in the recitals hereto.

 “Lenders” shall have the meaning set forth in the recitals hereto. 

“Limited Liability Company Assets” shall mean all assets, whether tangible or intangible and whether
real, personal or mixed (including, without limitation, all limited liability company capital and interest in other limited liability companies), at any time owned by any Pledgor or represented by any Limited Liability Company Interest. 








 Exhibit I 
 Page 5 
  

 “Limited Liability Company Interests” shall mean the
entire limited liability company membership interest at any time owned by any Pledgor in any limited liability company that is a Subsidiary of such Pledgor. 
 “Location” of any Pledgor has the meaning given such term in Section 9-307 of the UCC. 
 “Non-Voting Equity Interests” shall mean all Equity Interests of any Person which are not Voting Equity Interests. 

“Obligations” shall have the meaning set forth in Section 1 hereof. 

“Other Creditors” shall have the meaning set forth in the recitals hereto. 

“Other Obligations” shall have the meaning set forth in Section 1(ii) hereof. 

“Partnership Assets” shall mean all assets, whether tangible or intangible and whether real, personal or
mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned by any Pledgor or represented by any Partnership Interest. 

“Partnership Interest” shall mean the entire general partnership interest or limited partnership
interest at any time owned by any Pledgor in any general partnership or limited partnership that is a Subsidiary of such Pledgor. 
 “Pledgee” shall have the meaning set forth in the first paragraph hereof. 
 “Pledgor” shall have the meaning set forth in the first paragraph hereof. 
 “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). 
 “Proceeds” shall have the meaning given such term in
Section 9-102(a)(64) of the UCC. 
 “Registered Organization” shall have the meaning given
such term in Section 9-102(a)(70) of the UCC. 
 “Representative” shall have the meaning
provided in Section 9(b) hereof. 
 “Required Secured Creditors” shall mean (i) at
any time when any Credit Document Obligations or Letters of Credit are outstanding (and, in the case of Letters of Credit, such Letters of Credit have not been cash collateralized or made subject to backstop letters of credit pursuant to
documentation acceptable to the Collateral Agent and the Issuing Lender) or any Commitments under the Credit Agreement exist, the Required Lenders (or, to the extent 








 Exhibit I 
 Page 6 
  

 
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 and
Letters of Credit under the Credit Agreement have been terminated (or, in the case of Letters of Credit, cash collateralized or made subject to backstop letters of credit pursuant to documentation acceptable to the Collateral Agent and the Issuing
Lender) 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 22 hereof. 
 “Secondary Obligations” shall mean all Obligations other than Primary Obligations. 
 “Secured Creditors” shall have the meaning set forth in the recitals hereto. 
 “Secured Debt Agreements” shall mean and includes (x) this Agreement, (y) the other Credit Documents and (z) the Secured Hedging Agreements. 

“Secured Hedging Agreements” shall have the meaning set forth in the recitals hereto. 

“Securities Account” shall have the meaning given such term in Section 8-501(a) of the UCC.

 “Securities Act” shall mean the Securities Act of 1933, as amended, as in effect from time
to time. 
 “Securities Intermediary” shall have the meaning given such term in
Section 8-102(14) of the UCC. 
 “Security” and “Securities” shall have
the meaning given such term in Section 8-102(a)(15) of the UCC and shall in any event also include all Stock. 
 “Security Entitlement” shall have the meaning given such term in Section 8-102(a)(17) of the UCC. 

“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 capital stock at anytime owned by any Pledgor of any Domestic Corporation that is a Subsidiary of
such Pledgor and (y) with respect to corporations not Domestic Corporations (each, a “Foreign Corporation”), all of the issued and outstanding shares of capital stock at any time owned by any Pledgor of any Foreign Corporation
that is a Subsidiary of such Pledgor. 
 “Termination Date” shall have the meaning set forth in
Section 20 hereof. 
 “Transmitting Utility” has the meaning given such term in
Section 9-102(a)(80) of the UCC. 








 Exhibit I 
 Page 7 
  

 “UCC” shall mean the Uniform Commercial Code as in
effect in the State of New York from time to time; provided that all references herein to specific Sections or subsections of the UCC are references to such Sections or subsections, as the case may be, of the Uniform Commercial Code as
in effect in the State of New York on the date hereof. 
 “Uncertificated Security” shall have
the meaning given such term in Section 8-102(a)(18) of the UCC. 
 “Voting Equity
Interests” of any Person shall mean all classes of Equity Interests of such Person entitled to vote. 

3. PLEDGE OF SECURITIES, ETC. 
 3.1 Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured
Creditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time
acquired (collectively, the “Collateral”): 
 (a) all Stock owned or held by such Pledgor from
time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock; 
 (b) all
Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter
acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: 

(A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability
Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; 

(B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company
Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; 

(C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and
remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; 

(D) all present and future claims, if any, of such Pledgor against any such limited liability company for
monies loaned or advanced, for services rendered or otherwise; 








 Exhibit I 
 Page 8 
  

 (E) all of such Pledgor’s rights under any limited
liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate,
cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company
Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together
with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any
action in connection with any of the foregoing; and 
 (F) all other property hereafter delivered
in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; 
 (c) all
Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to
the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: 

(A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets
and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; 
 (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages,
insurance proceeds or otherwise; 
 (C) all of its claims, rights, powers, privileges, authority,
options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; 

(D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned
or advanced, for services rendered or otherwise; 
 (E) all of such Pledgor’s rights under
any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership 








 Exhibit I 
 Page 9 
  

 
Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in
the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent,
amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file
any claims and to take any action in connection with any of the foregoing; and 
 (F) all other
property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any
time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; 
 (d) all other Investment Property that constitutes Equity Interests of a Person that is a Subsidiary of a Pledgor; and 

(e) all Proceeds, rents, issues, profits, returns, income, allocations and of and from any and all of the foregoing;

 provided that (x) except in the circumstances and to the extent provided by Section 9.14
of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than
66- 2/3% of the total combined voting power of all
classes of Voting Equity Interests of any Exempted Foreign Entity, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such
Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) no Pledgor shall be required at any time to pledge hereunder any Excluded TNI Assets. 

3.2 Procedures. (a) To the extent that any Pledgor at any time or from time to time owns, acquires or obtains
any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of any action by such Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, such Pledgor 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 Pledgee 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 Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank; 








 Exhibit I 
 Page 10 
  

 (ii) with respect to an Uncertificated Security (other
than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Pledgee, an agreement for
the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex G hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant
to which such issuer agrees to comply with any and all instructions originated by the Pledgee 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 Pledgor shall promptly notify the Pledgee 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 Pledgee 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 Pledgee deems necessary or desirable to effect the foregoing; 
 (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, such Pledgor shall follow the procedure set forth in
Section 3.2(a)(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, such Pledgor shall follow the procedure set forth in
Section 3.2(a)(ii) hereof; and 
 (v) with respect to cash proceeds from any of the
Collateral, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee 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 Pledgee and (ii) deposit of such cash in such cash account. 

(b) In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, each Pledgor shall take the
following additional actions with respect to the Collateral: 
 (i) with respect to all
Collateral of such Pledgor whereby or with respect to which the Pledgee 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 Pledgor shall take all actions as may be requested from time to time by 








 Exhibit I 
 Page 11 
  

 
the Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee; and 

(ii) each Pledgor 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 Pledgee), to be filed in the relevant filing offices so that at
all times the Pledgee’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. 
 3.3 Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the
date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, such Pledgor will
thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof,
and will promptly thereafter deliver to the Pledgee (i) a certificate executed by an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of
the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge
hereunder the Equity Interests of any Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor, provided that (x) except in the circumstances and to the extent provided by Section 9.14
of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than
66- 2/3% of the total combined voting power of all
classes of Voting Equity Interests of any Exempted Foreign Entity, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such
Pledgor and (z) no Pledgor shall be required at any time to pledge hereunder any Excluded TNI Assets. 
 3.4 Transfer Taxes. Each pledge of Collateral under Section 3.1 or Section 3.3 hereof shall be accompanied by any transfer tax stamps required in connection with the pledge of such
Collateral. 
 3.5 Certain Representations and Warranties Regarding the Collateral. Each Pledgor
represents and warrants that on the date hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex B hereto; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor
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 C hereto; (iii) such Stock referenced in clause (ii) of this sentence constitutes that
percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex C hereto; (iv) the Limited Liability Company Interests held by such Pledgor consist of the number and









 Exhibit I 
 Page 12 
  

 
type of interests of the Persons described in Annex D 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 D hereto; (vi) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E 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 relevant partnership as set forth in Annex E hereto; (viii) the exact
address of the chief executive office of such Pledgor is listed on Annex F hereto; (ix) such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes
C through E hereto for such Pledgor; and (x) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests. 

4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee shall have the right to appoint one or more sub-agents for
the purpose of retaining physical possession of the Collateral, which may be held (in the discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or assigned in blank or in favor of the Pledgee or any nominee or nominees of the
Pledgee or a sub-agent appointed by the Pledgee. 
 5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until
there shall have occurred and be continuing an Event of Default and the Pledgee shall instruct the Pledgors otherwise (in writing), each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the
Collateral owned by it, and to give consents, waivers or ratifications in respect thereof; provided that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would
violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of any Secured Debt Agreement, or which could reasonably be expected to have the effect of impairing the value of the Collateral or any part thereof
or the position or interests of the Pledgee or any other Secured Creditor in the Collateral, unless expressly permitted by the terms of the Secured Debt Agreements. All such rights of each Pledgor to vote and to give consents, waivers and
ratifications shall cease in case an Event of Default has occurred and is continuing and the Pledgee has notified the Pledgors (in writing) that such rights have ceased, and Section 7 hereof shall become applicable. 

6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until there shall have occurred and be continuing an Event of Default,
all cash dividends, cash distributions, cash Proceeds and other cash amounts payable in respect of the Collateral shall be paid to the respective Pledgor. The Pledgee shall be entitled to receive directly, and to retain as part of the Collateral:

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

(ii) all other or additional stock, notes, certificates, limited liability company interests, partnership
interests, instruments or other securities or property (including, but not limited to, cash (although such cash may be paid directly to the respective Pledgor so 








 Exhibit I 
 Page 13 
  

 
long as no Event of Default then exists)) paid or distributed in respect of the Collateral by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar
rearrangement; and 
 (iii) all other or additional stock, notes, certificates, limited liability
company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash) which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of stock, conveyance of
assets, liquidation or similar corporate or other reorganization. 
 Nothing contained in this Section 6 shall limit or
restrict in any way the Pledgee’s right to receive the proceeds of the Collateral in any form in accordance with Section 3 of this Agreement. All dividends, distributions or other payments which are received by any Pledgor contrary to the
provisions of this Section 6 or Section 7 hereof shall be received in trust for the benefit of the Pledgee, shall be segregated from other property or funds of such Pledgor and shall be forthwith paid over to the Pledgee as Collateral in
the same form as so received (with any necessary endorsement). 
 7. REMEDIES IN CASE OF AN EVENT OF DEFAULT. If
there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement
or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC as in effect in any relevant jurisdiction and also
shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: 
 (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the respective Pledgor; 

(ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee
or nominees; 
 (iii) to 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 Pledgee) 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 Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); 

(iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or
any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise
purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in
its absolute 








 Exhibit I 
 Page 14 
  

 
discretion may determine, provided at least 10 days’ written notice of the time and place of any such sale shall be given to the respective Pledgor. The Pledgee shall not be obligated
to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the
Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the
Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or
all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and 

(v) to set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or
other Collateral from any and all accounts described in Section 3.2(a)(v) hereof and to apply such cash and other Collateral to the payment of any and all Obligations. 

8. REMEDIES, CUMULATIVE, ETC. Each and every right, power and remedy of the Pledgee provided for in this Agreement or in
any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the
Pledgee or any other Secured Creditor of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by the Pledgee or any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or any other Secured Creditor to exercise any such right, power
or remedy shall operate as a waiver thereof. No notice to or demand on any Pledgor 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 Pledgee or
any other Secured Creditor to any other or further action in any circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the Pledgee, in each case, acting upon the instructions of
the Required Secured Creditors, and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce 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 Pledgee for the benefit of the Secured Creditors upon the terms of this Agreement. 
 9. APPLICATION OF PROCEEDS. (a) All monies collected by the Pledgee pursuant to the terms of this Agreement upon any sale or other disposition of Collateral, together with all other monies received
by the Pledgee hereunder, shall be applied as provided in Section 13.17 of the Credit Agreement. 
 (b) All
payments required to be made under Section 13.17 of the Credit Agreement 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 








 Exhibit I 
 Page 15 
  

 
other similar representative (each, a “Representative”) for the Other Creditors or, in the absence of such a Representative, directly to the Other Creditors. 

(c) For purposes of applying payments received in accordance with this Section 9, the Pledgee 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 Pledgee) 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 Pledgee, 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 Pledgee, in acting hereunder, shall be entitled to assume that no Secured Hedging Agreements are in existence. 

(d) It is understood and agreed that each Pledgor shall remain jointly and severally liable with respect to its
Obligations to the extent of any deficiency between the amount of the proceeds of the Collateral pledged by it hereunder and the aggregate amount of such Obligations. 

10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the Pledgee hereunder (whether by virtue of the power of
sale herein granted, pursuant to judicial process or otherwise), the receipt of the Pledgee or the officer making such sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers
shall not be obligated to see to the application of any part of the purchase money paid over to the Pledgee or such officer or be answerable in any way for the misapplication or nonapplication thereof. 

11. INDEMNITY. Each Pledgor jointly and severally agrees (i) to indemnify, reimburse and hold harmless the Pledgee
and each other Secured Creditor and their respective successors, assigns, employees, agents and affiliates (individually an “Indemnitee”, and collectively, the “Indemnitees”) from and against any and all
obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable
costs, expenses and disbursements, including reasonable attorneys’ fees and expenses, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any
other Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the
extent incurred or arising by reason of gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee hereunder be liable, in the
absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or
other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any 








 Exhibit I 
 Page 16 
  

 
Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is
permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement, the
termination of all Secured Hedging Agreements and Letters of Credit, and the payment of all other Obligations and notwithstanding the discharge thereof. 
 12. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER. (a) Nothing herein shall be construed to make the Pledgee or any other Secured Creditor liable as a member of any limited liability
company or as a partner of any partnership and neither the Pledgee nor any other Secured Creditor by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of
a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Pledgee shall become the absolute owner of Collateral consisting of a Limited Liability Company Interest or a
Partnership Interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Pledgee, any other Secured Creditor, any Pledgor and/or any other Person. 

(b) Except as provided in the last sentence of paragraph (a) of this Section 12, the Pledgee, by accepting this
Agreement, did not intend to become a member of any limited liability company or a partner of any partnership or otherwise be deemed to be a co-venturer with respect to any Pledgor, any limited liability company, partnership and/or any other Person
either before or after an Event of Default shall have occurred. The Pledgee shall have only those powers set forth herein and the Secured Creditors shall assume none of the duties, obligations or liabilities of a member of any limited liability
company or as a partner of any partnership or any Pledgor except as provided in the last sentence of paragraph (a) of this Section 12. 
 (c) The Pledgee and the other Secured Creditors shall not be obligated to perform or discharge any obligation of any Pledgor as a result of the pledge hereby effected. 

(d) The acceptance by the Pledgee of this Agreement, with all the rights, powers, privileges and authority so created,
shall not at any time or in any event obligate the Pledgee or any other Secured Creditor to appear in or defend any action or proceeding relating to the Collateral to which it is not a party, or to take any action hereunder or thereunder, or to
expend any money or incur any expenses or perform or discharge any obligation, duty or liability under the Collateral. 
 13. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other
applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may
reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and
amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing statements which list the 








 Exhibit I 
 Page 17 
  

 
Collateral specifically and/or “all assets” as collateral and (y) “in lieu of” financing statements) without the signature of such Pledgor where permitted by law, and
agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of
this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder. 
 (b) Each Pledgor hereby constitutes and appoints the Pledgee its true and lawful attorney-in-fact, irrevocably, with full authority in the place and stead of such Pledgor and in the name of such Pledgor
or otherwise, from time to time after the occurrence and during the continuance of an Event of Default, in the Pledgee’s discretion, to act, require, demand, receive and give acquittance for any and all monies and claims for monies due or to
become due to such Pledgor under or arising out of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings and to execute any instrument
which the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, which appointment as attorney is coupled with an interest. 
 14. THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood, acknowledged
and agreed by each Secured Creditor that by accepting the benefits of this Agreement each such Secured Creditor acknowledges and agrees that the obligations of the Pledgee 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 Pledgee shall act hereunder on the terms and conditions set forth herein and in
Section 12 of the Credit Agreement. 
 15. TRANSFER BY THE PLEDGORS. Except as permitted (i) prior to
the date all Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Credit Agreement have been terminated, pursuant to the Credit Agreement, and (ii) thereafter, pursuant to the other Secured Debt
Agreements, no Pledgor will sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral or any interest therein. 

16. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents, warrants and covenants
as to itself and each of its Subsidiaries that: 
 (i) it is the legal, beneficial and record
owner of, and has good and marketable title to, all of its Collateral and that it has sufficient interest in all of its Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in
each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement and any other Permitted Liens and Permitted
Encumbrances granted pursuant to the Second Lien Loan Documents); 








 Exhibit I 
 Page 18 
  

 (ii) it has full power, authority and legal right to
pledge all the Collateral pledged by it pursuant to this Agreement; 
 (iii) this Agreement has
been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms, except to the extent that the enforceability hereof may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in equity or at law);

 (iv) except to the extent already obtained or made, no consent of any other party (including,
without limitation, any stockholder, partner, member or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration
with, any governmental authority is required to be obtained by such Pledgor in connection with (a) the execution, delivery or performance of this Agreement by such Pledgor, (b) the validity or enforceability of this Agreement against such
Pledgor, (c) the perfection or enforceability of the Pledgee’s security interest in such Pledgor’s Collateral or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of
any of its rights or remedies provided herein; 
 (v) neither the execution, delivery or
performance by such Pledgor of this Agreement or any other Secured Debt Agreement to which it is a party, nor compliance by it with the terms and provisions hereof and thereof nor the consummation of the transactions contemplated therein:
(i) will contravene any provision of any applicable law, statute, rule or regulation, or any applicable order, writ, injunction or decree of any court, arbitrator or governmental instrumentality, domestic or foreign, applicable to such Pledgor;
(ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose)
any Lien (except pursuant to this Agreement or any other Security Document) upon any of the properties or assets of such Pledgor or any of its Subsidiaries pursuant to the terms of any indenture, lease, mortgage, deed of trust, credit agreement,
loan agreement or any other material agreement, contract or other instrument to which such Pledgor or any of its Subsidiaries is a party or is otherwise bound, or by which it or any of its properties or assets is bound or to which it may be subject;
or (iii) will violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of formation or limited liability company agreement (or equivalent organizational documents), as
the case may be, of such Pledgor or any of its Subsidiaries; 
 (vi) all of such Pledgor’s
Collateral has been duly and validly issued, is fully paid and non-assessable and is subject to no options to purchase or similar rights; 
 (vii) the pledge, collateral assignment and delivery to the Pledgee of such Pledgor’s Collateral consisting of Certificated Securities pursuant to this Agreement creates a valid and perfected first
priority security interest in such Certificated Securities, and the Proceeds thereof, subject to no prior Lien or encumbrance or to any agreement 








 Exhibit I 
 Page 19 
  

 
purporting to grant to any third party a Lien or encumbrance on the property or assets of such Pledgor (other than Permitted Liens and Permitted Encumbrances granted pursuant to the Second Lien
Loan Documents) which would include the Securities and the Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to perfect security interests in respect of
such Collateral; and 
 (viii) “control” (as defined in Section 8-106 of the UCC)
has been obtained by the Pledgee over all of such Pledgor’s Collateral consisting of Securities with respect to which such “control” may be obtained pursuant to Section 8-106 of the UCC, except to the extent that the obligation
of the applicable Pledgor to provide the Pledgee with “control” of such Collateral has not yet arisen under this Agreement; provided that in the case of the Pledgee obtaining “control” over Collateral consisting of a
Security Entitlement, such Pledgor shall have taken all steps in its control so that the Pledgee obtains “control” over such Security Entitlement. 
 (b) Each Pledgor covenants and agrees that it will defend the Pledgee’s right, title and security interest in and to such Pledgor’s Collateral and the proceeds thereof against the claims and
demands of all persons whomsoever; and each Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee by such Pledgor as Collateral hereunder and will likewise
defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors. 
 (c)
Each Pledgor covenants and agrees that it will take no action which would violate any of the terms of any Secured Debt Agreement. 
 17. LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION AND/OR A TRANSMITTING UTILITY); JURISDICTION OF ORGANIZATION; LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBERS; CHANGES THERETO;
ETC. The exact legal name of each Pledgor, the type of organization of such Pledgor, whether or not such Pledgor is a Registered Organization, the jurisdiction of organization of such Pledgor, such Pledgor’s Location, the organizational
identification number (if any) of each Pledgor, and whether or not such Pledgor is a Transmitting Utility, is listed on Annex A hereto for such Pledgor. No Pledgor shall 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, or its organizational
identification number (if any), 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) any Pledgor 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 A (as adjusted for any subsequent changes thereto previously made in accordance with
this sentence), together with a supplement to Annex A which shall correct all information contained therein for such Pledgor, and (ii) in connection with such change or changes, it shall have taken all action reasonably requested by the Pledgee
to 








 Exhibit I 
 Page 20 
  

 
maintain the security interests of the Pledgee 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 any
Pledgor does not have an organizational identification number on the date hereof and later obtains one, such Pledgor shall promptly thereafter deliver a notification of the Collateral Agent of such organizational identification number and shall take
all actions reasonably satisfactory to the Pledgee to the extent necessary to maintain the security interest of the Pledgee in the Collateral intended to be granted hereby fully perfected and in full force and effect. 

18. PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor under this Agreement shall be absolute and
unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever (other than termination of this Agreement
pursuant to Section 20 hereof), including, without limitation: 
 (i) any renewal,
extension, amendment or modification of, or addition or supplement to or deletion from any Secured Debt Agreement (other than this Agreement in accordance with its terms), or any other instrument or agreement referred to therein, or any assignment
or transfer of any thereof; 
 (ii) any waiver, consent, extension, indulgence or other action or
inaction under or in respect of any such agreement or instrument including, without limitation, this Agreement (other than a waiver, consent or extension with respect to this Agreement in accordance with its terms); 

(iii) any furnishing of any additional security to the Pledgee or its assignee or any acceptance thereof
or any release of any security by the Pledgee or its assignee; 
 (iv) any limitation on any
party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement or any term thereof; or 

(v) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other
like proceeding relating to any Pledgor or any Subsidiary of any Pledgor, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not such Pledgor shall have notice or
knowledge of any of the foregoing. 
 19. SALE OF COLLATERAL WITHOUT REGISTRATION. (a) If an Event of
Default shall have occurred and be continuing and any Pledgor shall have received from the Pledgee a written request or requests that such Pledgor cause any registration, qualification or compliance under any federal or state securities law or laws
to be effected with respect to all or any part of the Collateral, such Pledgor as soon as practicable and at its expense will use its best efforts to cause such registration to be effected (and be kept effective) and will use its best efforts to
cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Collateral, including, without limitation, registration under the Securities
Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws 








 Exhibit I 
 Page 21 
  

 
and appropriate compliance with any other governmental requirements; provided, that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may
request in writing and as shall be required in connection with any such registration, qualification or compliance. Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of each such registration,
qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and will
indemnify, to the extent permitted by law, the Pledgee and all other Secured Creditors participating in the distribution of such Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue
statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a
material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to such Pledgor by
the Pledgee or such other Secured Creditor expressly for use therein. 
 (b) If at any time when the Pledgee
shall determine to exercise its right to sell all or any part of the Collateral pursuant to Section 7 hereof, and such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the
Securities Act, as then in effect, the Pledgee may, in its sole and absolute discretion, sell such Collateral or part thereof by private sale in such manner and under such circumstances as the Pledgee may deem necessary or advisable in order that
such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Pledgee, in its sole and absolute discretion (i) may proceed to make such private sale notwithstanding that a
registration statement for the purpose of registering such Collateral or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale, and (iii) may
restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In the event of any such sale,
the Pledgee shall incur no responsibility or liability for selling all or any part of the Collateral at a price which the Pledgee, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the
possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid. 
 20. TERMINATION; RELEASE. (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall
survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and
termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and
deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement,
together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a









 Exhibit I 
 Page 22 
  

 
Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities
Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to
Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Commitments under the Credit Agreement have been terminated and all Secured Hedging Agreements entitled to the benefits of
this Agreement have been terminated (or other arrangements satisfactory to the counterparties thereto have been completed), no Note (as defined in the Credit Agreement) is outstanding (and all Loans have been paid in full in cash), all Letters of
Credit 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 other Obligations (other than indemnities described in Section 11 hereof and described in Section 13.01 of the Credit Agreement, in each case which are not then due and payable) 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 Pledgee, at the request and expense of such Pledgor, 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 Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so
sold or released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been released pursuant to this Agreement.

 (c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing
Section 20(a) or (b), it shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by an Authorized Officer of such Pledgor stating that the release of the respective
Collateral is permitted pursuant to Section 20(a) or (b) hereof. If reasonably requested by the Pledgee (although the Pledgee shall have no obligation to make any such request), the relevant Pledgor shall furnish appropriate legal opinions
(from counsel, reasonably acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. 
 (d) Upon the occurrence of the Termination Date, the Pledgors shall be automatically released from this Agreement and all security interests created hereunder shall be









 Exhibit I 
 Page 23 
  

 
released automatically without further action on the part of the Pledgee and this Agreement shall, as to each Pledgor, terminate, and have no further force or effect (provided that all
indemnitees set forth herein, including, without limitation, in Section 11 hereof shall survive any such termination). 
 (e) The Pledgee 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 20. 
 21. NOTICES, ETC. 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 Pledgee or any Pledgor shall not be effective until received by the Pledgee or such Pledgor, as the case may be. All notices and other communications shall be in writing and addressed as follows: 

 

	 	 (a)
	 if to any Pledgor, at its address set forth opposite its signature below; 



 

	 	 (b)
	 if to the Pledgee, at: 


 60 Wall Street 
 New York, New York 10005 

Attention: Stephen Cayer 
 Telephone No.: (212) 250-3536 
 Telecopier No.:
(212) 797-5904 
 (c) if to any Lender Creditor, either (x) to the Administrative Agent, at the
address of the Administrative Agent specified in the Credit Agreement, or (y) 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 the Pledgors and
the Pledgee; 
 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. 
 22. WAIVER; AMENDMENT. Except as
provided in Sections 30 and 32 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 Pledgor directly affected thereby (it being
understood that the addition or release of any Pledgor hereunder shall not constitute a change, waiver, discharge or termination affecting any Pledgor other than the Pledgor so added or released) and the Pledgee (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 Secured Creditors in a like or similar manner) also
shall require the written consent of the Requisite Creditors of such 








 Exhibit I 
 Page 24 
  

 
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. 
 23. 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 20 hereof, (ii) be binding upon each Pledgor, its successors and assigns;
provided, however, that no Pledgor shall assign any of its rights or obligations hereunder without the prior written consent of the Pledgee (with the prior written consent of the Required Secured Creditors), and (iii) inure,
together with the rights and remedies of the Pledgee hereunder, to the benefit of the Pledgee, the other Secured Creditors and their respective successors, transferees and assigns. All agreements, statements, representations and warranties made by
each Pledgor herein or in any certificate or other instrument delivered by such Pledgor 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. 
 24. 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. 
 25. 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, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH PLEDGOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH PLEDGOR HEREBY FURTHER IRREVOCABLY WAIVES
ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH PLEDGOR, 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 PERSONAL JURISDICTION OVER SUCH PLEDGOR. EACH PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR 









 Exhibit I 
 Page 25 
  

 
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY SUCH PLEDGOR AT ITS ADDRESS FOR NOTICES AS PROVIDED IN SECTION 21 ABOVE, SUCH SERVICE TO
BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH PLEDGOR 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 PLEDGEE 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 PLEDGOR IN ANY OTHER JURISDICTION. 
 (b) EACH
PLEDGOR 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. 
 26. PLEDGOR’S DUTIES. It is expressly agreed, anything herein contained to the contrary notwithstanding, that each Pledgor shall remain liable to perform all of the obligations, if any, assumed by it
with respect to the Collateral and the Pledgee shall not have any obligations or liabilities with respect to any Collateral by reason of or arising out of this Agreement, except for the safekeeping of Collateral actually in Pledgor’s
possession, nor shall the Pledgee be required or obligated in any manner to perform or fulfill any of the obligations of any Pledgor under or with respect to any Collateral. 

27. 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 each
Pledgor and the Pledgee. 
 28. 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









 Exhibit I 
 Page 26 
  

 
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

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

30. ADDITIONAL PLEDGORS. It is understood and agreed that any Subsidiary of the Borrower that is required to become a
party to this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Secured Debt Agreement, shall become a Pledgor hereunder by (x) executing a counterpart hereof and delivering same to the Pledgee or
executing a joinder agreement and delivering same to the Pledgee, in each case as may be required by (and in form and substance satisfactory to) the Pledgee, (y) delivering supplements to Annexes A through F, hereto as are necessary to cause
such annexes to be complete and accurate with respect to such additional Pledgor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such Pledgor had it been an original party to this Agreement, in
each case with all documents required above to be delivered to the Pledgee and with all documents and actions required above to be taken to the reasonable satisfaction of the Pledgee. 

31. LIMITED OBLIGATIONS. It is the desire and intent of each Pledgor and the Secured Creditors that this Agreement shall
be enforced against each Pledgor to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted
that the obligations of each Pledgor constituting a Subsidiary Guarantor have been limited as provided in the Subsidiaries Guaranty. 
 32. RELEASE OF PLEDGORS. If at any time all of the Equity Interests of any Pledgor owned by the Borrower or any of its Subsidiaries are sold (to a Person other than a Credit Party) in a transaction
permitted pursuant to the Credit Agreement (and which does not violate the terms of any other Secured Debt Agreement then in effect), then, such Pledgor shall be released as a Pledgor pursuant to this Agreement without any further action hereunder
(it being understood that the sale of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity Interests in any Pledgor shall be deemed to be a sale of all of the Equity Interests in such Pledgor for purposes of
this Section), and the Pledgee is authorized and directed to execute and deliver such instruments of release as are reasonably satisfactory to it. At any time that the Borrower desires that a Pledgor be released from this Agreement as provided in
this Section 32, the Borrower shall deliver to the Pledgee a certificate signed by an Authorized Officer of the Borrower stating that the release of such Pledgor is permitted pursuant to this Section 32. If requested by Pledgee (although
the Pledgee shall have no obligation to make any such request), the Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. The Pledgee shall have no liability
whatsoever to any other Secured Creditor as a result of the release of any Pledgor by it in accordance with, or which it believes in good faith to be in accordance with, this Section 32. 








 Exhibit I 
 Page 27 
  

 34. INTERCREDITOR AGREEMENTS. Notwithstanding anything herein to the
contrary, the exercise of any right or remedy by the Pledgee 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. 
 * * * * 








 Exhibit I 
 Page 28 
  

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

									
	 Address:
	 		 	
			
	 201 North Harrison Street, Suite 600
	 		 	 LEE ENTERPRISES, INCORPORATED,

	 Davenport, Iowa 52801
	 		 	 as a Pledgor

	 Attention: Chief Financial Officer
	 		 	
	 Tel: (563) 383-2179
	 		 	 By:
	 	 /s/ Carl G. Schmidt

	 Fax: (563) 327-2600
	 		 		 	 Name: Carl G. Schmidt
 Title:   Vice President, Chief Financial

  Officer and Treasurer

			
	 c/o Lee Enterprises, Incorporated
	 		 	 ACCUDATA, INC.

	 201 North Harrison Street, Suite 600
 Davenport, Iowa 52801
 Attention: Chief Financial Officer

Tel: (563) 383-2179
 Fax: (563) 327-2600
	 		 	 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 a Pledgor

		 		 		 	
		 		 	 By:
	 	 /s/ C.D. Waterman III

		 		 		 	 Name: C.D. Waterman III
 Title:   Secretary

			
	 c/o Lee Enterprises, Incorporated
	 		 	 INN PARTNERS, L.C.,

	 201 North Harrison Street, Suite 600
 Davenport, Iowa 52801
	 		 	 as a Pledgor
 By ACCUDATA, INC., Managing Member

	 Attention: Chief Financial Officer
	 		 		 	
	 Tel: (563) 383-2179
	 		 	 By:
	 	 /s/ C.D. Waterman III

	 Fax: (563) 327-2600
	 		 		 	 Name: C.D. Waterman III
 Title:   Secretary

			
	 c/o Lee Enterprises, Incorporated
	 		 	 JOURNAL – STAR PRINTING CO.,

	 201 North Harrison Street, Suite 600
	 		 	       as a Pledgor

	 Davenport, Iowa 52801
	 		 		 	
	 Attention: Chief Financial Officer
	 		 	 By:
	 	 
	 Tel: (563) 383-2179
	 		 		 	 Title:

	 Fax: (563) 327-2600
	 		 		 	
			
	 c/o Lee Enterprises, Incorporated
	 		 	 K. FALLS BASIN PUBLISHING, INC.,

	 201 North Harrison Street, Suite 600
	 		 	       as a Pledgor

	 Davenport, Iowa 52801
	 		 		 	
	 Attention: Chief Financial Officer
	 		 	 By:
	 	 
	 Tel: (563) 383-2179
	 		 		 	 Title:

	 Fax: (563) 327-2600
	 		 		 	
			
	 c/o Lee Enterprises, Incorporated
	 		 	 LEE CONSOLIDATED HOLDINGS CO.,

	 201 North Harrison Street, Suite 600
	 		 		 	 as a Pledgor

	 Davenport, Iowa 52801
	 		 		 	
	 Attention: Chief Financial Officer
	 		 		 	
	 Tel: (563) 383-2179
	 		 	 By:
	 	 
	 Fax: (563) 327-2600
	 		 		 	 Title:










 Exhibit I 
 Page 29 
  

  

									
	 c/o Lee Enterprises, Incorporated
	 		 	 LEE PUBLICATIONS, INC.,

	 201 North Harrison Street, Suite 600
	 		 	     as a Pledgor

	 Davenport, Iowa 52801
	 		 	
	 Attention: Chief Financial Officer
	 		 	
	 Tel: (563) 383-2179
	 		 	 By:
	 	 
	 Fax: (563) 327-2600
	 		 		 	 Title:

			
	 c/o Lee Enterprises, Incorporated
	 		 	 LEE PROCUREMENT SOLUTIONS CO.,

	 201 North Harrison Street, Suite 600
	 		 	       as a Pledgor

	 Davenport, Iowa 52801
	 		 		 	
	 Attention: Chief Financial Officer
	 		 		 	
	 Tel: (563) 383-2179
	 		 	 By:
	 	 
	 Fax: (563) 327-2600
	 		 		 	 Title:

			
	 c/o Lee Enterprises, Incorporated
	 		 	 SIOUX CITY NEWSPAPERS, INC.,

	 201 North Harrison Street, Suite 600
	 		 	       as a Pledgor

	 Davenport, Iowa 52801
	 		 		 	
	 Attention: Chief Financial Officer
	 		 		 	
	 Tel: (563) 383-2179
	 		 	 By:
	 	 
	 Fax: (563) 327-2600
	 		 		 	 Title:


 Accepted and Agreed to: 
  


			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS

	       as Collateral Agent and Pledgee



			
		
	 By:
	 	 /s/ Susan LeFevre

		 	 Name: Susan LeFevre
 Title:   Managing Director

		
	 By:
	 	 /s/ Benjamin Souh

		 	 Name: Benjamin Souh
 Title:   Vice President










 ANNEX A 
 to 
 PLEDGE AGREEMENT 
  

 SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION 

(AND WHETHER A REGISTERED ORGANIZATION AND/OR 
 A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION, 
 LOCATION AND
ORGANIZATIONAL IDENTIFICATION NUMBERS 
  

											
	 Exact Legal Name of Each

Pledgor
	  	Registered
Organization?
(Yes/No)	  	Jurisdiction
of
Organization	  	Pledgor’s Location (for purposes of
NY UCC § 9-307)	  	Pledgor’s
Organization
Identification Number
(or, if it has none, so
indicate)	  	Transmitting
Utility?
(Yes/No)









 ANNEX B 
 to 
 PLEDGE AGREEMENT 
  

 SCHEDULE OF SUBSIDIARIES 

 

					
	 Entity
	  	Ownership	  	Jurisdiction
of
Organization









 ANNEX C 
 to 
 PLEDGE AGREEMENT 
  

 SCHEDULE OF STOCK 

 

	 1.
	 Lee Enterprises, Incorporated 


  

											
	 Name of
 Issuing
 Corporation
	  	Type of
Shares	  	Number of
Shares	  	Certificate
No.	  	Percentage
Owned	  	Sub-clause of
Section 3.2(a)
of Pledge
Agreement


 

	 2.
	 Journal-Star Printing Co. 


  

											
	 Name of
Issuing

Corporation
	  	Type of
Shares	  	Number of
Shares	  	Certificate
No.	  	Percentage
Owned	  	Sub-clause of
Section 3.2(a)
of Pledge
Agreement









 ANNEX C 
 page 2 
  


	 3.
	 Accudata, Inc. 


  

											
	 Name of
 Issuing
 Corporation
	  	

Type of
Shares	  	

Number of
Shares	  	

Certificate
No.	  	

Percentage
Owned	  	Sub-clause of
Section 3.2(a)
of Pledge
Agreement


 

	 4.
	 INN Partners, L.C. 


  

											
	 Name of
 Issuing
 Corporation
	  	

Type of
Shares	  	

Number of
Shares	  	

Certificate
No.	  	

Percentage
Owned	  	Sub-clause of
Section 3.2(a)
of Pledge
Agreement


 

	 5.
	 K. Falls Basin Publishing, Inc. 


  

											
	 Name of
 Issuing
 Corporation
	  	

Type of
Shares	  	

Number of
Shares	  	

Certificate
No.	  	

Percentage
Owned	  	Sub-clause of
Section 3.2(a)
of Pledge
Agreement


 

	 6.
	 Lee Consolidated Holdings Co. 


  

											
	 Name of
 Issuing
 Corporation
	  	

Type of
Shares	  	

Number of
Shares	  	

Certificate
No.	  	

Percentage
Owned	  	Sub-clause of
Section 3.2(a)
of Pledge
Agreement


 

	 7.
	 Lee Publications, Inc. 


  

											
	 Name of
 Issuing
 Corporation
	  	

Type of
Shares	  	

Number of
Shares	  	

Certificate
No.	  	

Percentage
Owned	  	Sub-clause of
Section 3.2(a)
of Pledge
Agreement


 

	 8.
	 Lee Procurement Solutions Co. 


  

											
	 Name of
 Issuing
 Corporation
	  	

Type of
Shares	  	

Number of
Shares	  	

Certificate
No.	  	

Percentage
Owned	  	Sub-clause of
Section 3.2(a)
of Pledge
Agreement


 

	 9.
	 Sioux City Newspapers, Inc. 










 ANNEX C 
 page 3 
  

  

											
	 Name of
 Issuing
 Corporation
	  	

Type of
Shares	  	

Number of
Shares	  	

Certificate
No.	  	

Percentage
Owned	  	Sub-clause of
Section 3.2(a)
of Pledge
Agreement









 ANNEX E 
 to 
 PLEDGE AGREEMENT 
  

 SCHEDULE OF LIMITED LIABILITY COMPANY INTERESTS 

[Pledgor] 
  

							
	 Name of
 Issuing Limited
 Liability
Company
	  	Type of
Interest	  	
Percentage
Owned	  	Sub-clause of
Section 3.2(a)
of
Pledge
Agreement









 ANNEX F 
 to 
 PLEDGE AGREEMENT 
  

 SCHEDULE OF CHIEF EXECUTIVE OFFICES 

 

			
	 Name of Pledgor
	  	Address of Chief Executive Office









 ANNEX G 
 to 
 PLEDGE AGREEMENT 
  

 Form of Agreement Regarding Uncertificated Securities, Limited Liability

 Company Interests and Partnership Interests1 
 AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of
[                , 20__], 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 Issuer Pledged Interests (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 Pledge Agreement, dated
as of January 30, 2012 (as amended, modified, restated and/or supplemented from time to time, the “Pledge Agreement”), under which, among other things, in order to secure the payment of the Obligations (as defined in the Pledge
Agreement), the Pledgor has or will pledge to the Pledgee for the benefit of the Secured Creditors (as defined in the Pledge 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 Pledge Agreement)] [Limited Liability Company Interests (as defined in the Pledge 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 Pledge 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; 

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

 

	
1 
	 Controlling Pledgee mechanics to be added as appropriate. 










 ANNEX G 
 Page 2 
  

 
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. 

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: 
 Deutsche Bank Trust Company Americas 
 60 Wall Street 

New York, New York 10005 
 Attention: Stephen Cayer 
 Telephone No.: (212) 250-3536

 Telecopier No.: (212) 797-5904 

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 above, 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: 


 __________________ 
 __________________ 








 ANNEX G 
 Page 3 
  

 __________________ 

__________________ 
 Attention:                        

Telephone No.: 
 Fax No.: 
 (b) if to the Pledgee, at the address given in
Section 4 hereof; 
 (c) if to the Issuer, at: 

__________________ 
 __________________ 
 __________________ 

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

7. This Agreement shall be binding upon the successors and assigns of the 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. 








 ANNEX G 
 Page 4 
  

 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:










 Exhibit 10.4 
 ANNEX A 
 to 
 PLEDGE AGREEMENT 
 SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION 

(AND WHETHER A REGISTERED ORGANIZATION AND/OR 
 A TRANSMITTING UTILITY), JURISDICTION OF ORGANIZATION, 
 LOCATION AND
ORGANIZATIONAL IDENTIFICATION NUMBERS 
  

													
	 Exact Legal Name

of Each Pledgor
	  	Type of
Organization?	  	Registered
Organization
(Yes/No)	  	Jurisdiction of
Organization	  	Pledgor’s Location (for
purposes of
NY UCC
§ 9-307)	  	Pledgor’s
Organization
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	  	No
							
	 Journal-Star Printing Co.
	  	Corporation	  	Yes	  	Nebraska	  	926 P Street,
Lincoln, NE 68501	  	1367163	  	No
							
	 Accudata, Inc.
	  	Corporation	  	Yes	  	Iowa	  	201 N. Harrison St.
Ste. 600, Davenport,
IA 52801	  	152599	  	No








 Annex A 
 Page 2 
  
  

													
							
	 INN PARTNERS, L.C.
	  	Limited
Liability
Company	  	Yes	  	Iowa	  	1510 47th Ave.,
Moline, IL 61265	 	190119	  	No
							
	 K. Falls Basin Publishing, Inc.
	  	Corporation	  	Yes	  	Oregon	  	201 N. Harrison St.
Ste. 600, Davenport,
IA 52801	 	165730-16	  	No
							
	 Lee Consolidated Holdings Co.
	  	Corporation	  	Yes	  	South Dakota	  	507 Main Street,
Rapid City, SD
57709	 	DB029424	  	No
							
	 Lee Publications, Inc.
	  	Corporation	  	Yes	  	Delaware	  	201 N. Harrison St.
Ste. 600, Davenport,
IA 52801	 	0786047	  	No
							
	 Lee Procurement Solutions Co.
	  	Corporation	  	Yes	  	Iowa	  	201 N. Harrison St.
Ste. 600, Davenport,
IA 52801	 	24577	  	No
							
	 Sioux City Newspapers, Inc.
	  	Corporation	  	Yes	  	Iowa	  	515 Pavonia Street,
Sioux City, IA
51102	 	37516	  	No








 ANNEX B 
 to 
 PLEDGE AGREEMENT 

SCHEDULE OF SUBSIDIARIES 
  

					
	Entity	  	Ownership	  	 Jurisdiction of
 Organization

	 Journal-Star Printing Co.
	  	100% wholly-owned subsidiary of Lee Enterprises, Incorporated	  	Nebraska
			
	 Accudata, Inc.
	  	100% wholly-owned subsidiary of Lee Enterprises, Incorporated	  	Iowa
			
	 INN Partners, L.C.
	  	82.46% subsidiary of Accudata, Inc.1	  	Iowa
			
	 K. Falls Basin Publishing, Inc. (Inactive)
	  	100% wholly-owned subsidiary of Lee Enterprises, Incorporated	  	Oregon
			
	 Lee Consolidated Holdings Co.
	  	100% wholly-owned subsidiary of Lee Enterprises, Incorporated	  	South
Dakota
			
	 Lee Publications, Inc.
	  	100% wholly-owned subsidiary of Lee Enterprises, Incorporated	  	Delaware
			
	 Lee Procurement Solutions Co.
	  	100% wholly-owned subsidiary of Lee Publications, Inc.	  	Iowa
			
	 Sioux City Newspapers, Inc.
	  	100% wholly-owned subsidiary of Lee Publications, Inc.	  	Iowa
			
	 Pulitzer Inc.
	  	100% wholly-owned subsidiary of Lee Publications, Inc.	  	Delaware
			
	 Pulitzer Technologies, Inc.
	  	100% wholly-owned subsidiary of Pulitzer Inc.	  	Delaware
			
	 St. Louis Post-Dispatch LLC
	  	98.95% subsidiary of Pulitzer Inc.; 1.05% subsidiary of Pulitzer Technologies, Inc.	  	Delaware
			
	 Fairgrove LLC
	  	100% wholly-owned subsidiary of St. Louis Post-Dispatch LLC	  	Delaware
			
	 STL Distribution Services LLC
	  	98.95% subsidiary of Pulitzer Inc.; 1.05% subsidiary of Pulitzer Technologies, Inc.	  	Delaware

  

	1 	 Remaining equity held by non-affiliate individuals 









 Annex B 
 Page 2 
  
  

					
	Entity	  	Ownership	  	 Jurisdiction of
 Organization

	 Star Publishing Company
	  	100% wholly-owned subsidiary of Pulitzer Inc.	  	Arizona
			
	 Suburban Journals of Greater St. Louis LLC
	  	100% wholly-owned subsidiary of Pulitzer Inc.	  	Delaware
			
	 Pulitzer Network Systems LLC
	  	100% wholly-owned subsidiary of Pulitzer Inc.	  	Delaware
			
	 Pulitzer Newspapers, Inc.
	  	100% wholly-owned subsidiary of Pulitzer Inc.	  	Delaware
			
	 Flagstaff Publishing Co.
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Washington
			
	 Hanford Sentinel Inc.
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Washington
			
	 HomeChoice, LLC
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Utah
			
	 Kauai Publishing Co.
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Delaware
			
	 Napa Valley Publishing Co.
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Washington
			
	 NVPC LLC
	  	100% wholly-owned subsidiary of Napa Valley Publishing Co.	  	Delaware
			
	 NIPC, Inc. f/k/a Northern Illinois Publishing Co.
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Delaware
			
	 Northern Lakes Publishing Co.
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Delaware
			
	 NLPC LLC
	  	100% wholly-owned subsidiary of Northern Lakes Publishing Co.	  	Delaware
			
	 Pantagraph Publishing Co.
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Delaware
			
	 HSTAR LLC
	  	100% wholly-owned subsidiary of Pantagraph Publishing Co.	  	Delaware








 Annex B 
 Page 3 
  
  

					
	Entity	  	Ownership	  	 Jurisdiction of
 Organization

	 Pulitzer Missouri Newspapers, Inc.
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Delaware
			
	 Pulitzer Utah Newspapers, Inc. (Inactive)
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Delaware
			
	 Santa Maria Times, Inc.
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Nevada
			
	 SHTP LLC
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Delaware
			
	 Southwestern Oregon Publishing Co.
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	Oregon
			
	 SOPC LLC
	  	100% wholly-owned subsidiary of Southwestern Oregon Publishing Co.	  	Delaware
			
	 Ynez Corporation
	  	100% wholly-owned subsidiary of Pulitzer Newspapers, Inc.	  	California








 ANNEX C 
 to 
 PLEDGE AGREEMENT 

SCHEDULE OF STOCK 

1. Lee Enterprises, Incorporated 
  

																	
	 Name of

Issuing

Corporation
	  	Type of
Shares	 	  	Number of
Shares	 	  	Certificate
No.	 	  	Percentage
Owned	 
	 Journal-Star Printing Co.
	  	 	Common	  	  	 	1,000	  	  	 	2	  	  	 	100	% 
	 Accudata, Inc.
	  	 	Common	  	  	 	1,000	  	  	 	1	  	  	 	100	% 
	 K. Falls Basin Publishing, Inc.
	  	 	Common	  	  	 	666 2/3	  	  	 	7	  	  	 	100	% 
	 Lee Consolidated Holdings Co.
	  	 	Common	  	  	 	250	  	  	 	1	  	  	 	100	% 
	 Lee Publications, Inc.
	  	 
 
 
 	Class A
Common;
Class B
Common	  
  
  
  	  	   

 
	157,149;  
 17,415
	    
   
	  	   

 
	1091;  
 27
	    
   
	  	 	100	% 

 2. Journal-Star Printing Co. 

 

									
	 Name of

Issuing

Corporation
	  	Type of
Shares	  	Number of
Shares	  	Certificate
No.	  	Percentage
Owned
	 None
	  		  		  		  	








 3. Accudata, Inc. 

 

									
	 Name of

Issuing

Corporation
	  	Type of
Shares	  	Number of
Shares	  	Certificate
No.	  	Percentage
Owned
	 None
	  		  		  		  	

 4. INN Partners, L.C. 

 

																	
	 Name of

Issuing

Corporation
	  	Type of
Shares	 	  	Number of
Shares	 	  	Certificate
No.	 	  	Percentage
Owned	 
	 RealMatch, LTD.
	  	 	Common	  	  	 	184,236	  	  	 	Not Indicated	  	  	 	(<50	%) 
	 RealMatch, LTD.
	  	 	Common	  	  	 	27,778	  	  	 	Not Indicated	  	  	 	(<50	%) 

 5. K. Falls Basin Publishing, Inc. 

 

									
	 Name of

Issuing

Corporation
	  	Type of
Shares	  	Number of
Shares	  	Certificate
No.	  	Percentage
Owned
	 None
	  		  		  		  	

 6. Lee Consolidated Holdings Co. 

 

									
	 Name of

Issuing

Corporation
	  	Type of
Shares	  	Number of
Shares	  	Certificate
No.	  	Percentage
Owned
	 None
	  		  		  		  	








 7. Lee Publications, Inc. 

 

																	
	 Name of

Issuing

Corporation
	  	Type of
Shares	 	  	Number of
Shares	 	  	Certificate
No.	 	  	Percentage
Owned	 
	 Lee Procurement Solutions Co.
	  	 	Common	  	  	 	50,000	  	  	 	5	  	  	 	100	% 
	 Sioux City Newspapers, inc.
	  	 
 
 
 	Class A
Common;
Class B
Common	  
  
  
  	  	 
  
	7272;
 7575
	  
   
	  	 
  
	16 & 17
 8 &
9
	  
   
	  	   

 
	100  
 100
	%   
 % 

	 Pulitzer Inc.
	  	 	Common	  	  	 	1,000	  	  	 	3	  	  	 	100	% 

 8. Lee Procurement Solutions Co. 

 

									
	 Name of

Issuing

Corporation
	  	Type of
Shares	  	Number of
Shares	  	Certificate
No.	  	Percentage
Owned
	 None
	  		  		  		  	

 9. Sioux City Newspapers, Inc. 

 

									
	 Name of

Issuing

Corporation
	  	Type of
Shares	  	Number of
Shares	  	Certificate
No.	  	Percentage
Owned
	 None
	  		  		  		  	








 ANNEX D 
 to 
 PLEDGE AGREEMENT 

SCHEDULE OF LIMITED LIABILITY COMPANY INTERESTS 
 1. Lee Enterprises, Incorporated 
  

							
	 Name of

Issuing Limited
 Liability Company
	  	 
  
	Type of

Interest
	  
   
	  	Percentage
Owned
	 None
	  				  	

 2. Journal-Star Printing Co. 
  

							
	 Name of

Issuing Limited
 Liability Company
	  	 
  
	Type of

Interest
	  
   
	  	Percentage
Owned
	 None
	  				  	

 3. Accudata, Inc 
  

							
	 Name of

Issuing Limited
 Liability Company
	  	 
  
	Type of

Interest
	  
   
	  	Percentage
Owned
	 Inn Partners, L.C.
	  	 	LLC	  	  	82.46%
	 Community

Distribution Partners,

LLC
	  	 	LLC	  	  	50%

 4. INN Partners, L.C. 
  

							
	 Name of

Issuing Limited
 Liability Company
	  	 
  
	Type of

Interest
	  
   
	  	Percentage
Owned
	 None
	  				  	

 5. K. Falls Basin Publishing Inc. 
  

							
	 Name of

Issuing Limited
 Liability Company
	  	 
  
	Type of

Interest
	  
   
	  	Percentage
Owned
	 None
	  				  	








 Annex D 
 Page 2 
 6. Lee Consolidated Holdings Co. 

 

							
	 Name of

Issuing Limited
 Liability Company
	  	 
  
	Type of

Interest
	  
   
	  	Percentage
Owned
	 None
	  				  	

 7. Lee Publications, Inc. 
  

							
	 Name of

Issuing Limited
 Liability Company
	  	 
  
	Type of

Interest
	  
   
	  	Percentage
Owned
	 None
	  				  	

 8. Lee Procurements Solutions Co. 
  

							
	 Name of

Issuing Limited
 Liability Company
	  	 
  
	Type of

Interest
	  
   
	  	Percentage
Owned
	 None
	  				  	

 9. Sioux City Newspapers, Inc. 
  

							
	 Name of

Issuing Limited
 Liability Company
	  	 
  
	Type of

Interest
	  
   
	  	Percentage
Owned
	 None
	  				  	








 ANNEX E 
 to 
 PLEDGE AGREEMENT 

SCHEDULE OF PARTNERSHIP INTERESTS 
 None 







 ANNEX F 
 to 
 PLEDGE AGREEMENT 

SCHEDULE OF CHIEF EXECUTIVE OFFICES 
  

			
	 Name of Pledgor
	 	 Address(es) of Chief Executive Office

		
	 Lee Enterprises, Incorporated
	 	 201 N. Harrison St. Ste. 600, Davenport, IA
 52801

		
	 Journal-Star Printing Co.
	 	926 P Street, Lincoln, NE 68501
		
	 Accudata, Inc.
	 	 201 N. Harrison St. Ste. 600, Davenport, IA
 52801

		
	 INN PARTNERS, L.C.
	 	1510 47th Ave., Moline, IL 61265
		
	 K. Falls Basin Publishing, Inc.
	 	 201 N. Harrison St. Ste. 600, Davenport, IA
 52801

		
	 Lee Consolidated Holdings Co.
	 	507 Main Street, Rapid City, SD 57709
		
	 Lee Publications, Inc.
	 	 201 N. Harrison St. Ste. 600, Davenport, IA
 52801

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

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








 ANNEX G 
 to 
 PLEDGE 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
[                         , 20        ], 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 Issuer Pledged Interests (as defined below) (the “Issuer”). 

WITNESSETH: 
 WHEREAS, the Pledgor, certain of its affiliates and the Pledgee have entered into a Pledge Agreement, dated as of
[                    ], (as amended, modified, restated and/or supplemented from time to time, the “Pledge Agreement”), under which,
among other things, in order to secure the payment of the Obligations (as defined in the Pledge Agreement), the Pledgor has or will pledge to the Pledgee for the benefit of the Secured Creditors (as defined in the Pledge 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 Pledge Agreement)] [Limited Liability Company Interests (as defined in the Pledge 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 Pledge 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; 
 NOW THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein, and for
other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. The 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 G 
 Page 2 
 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: 
 Deutsche Bank Trust Company
Americas 
 60 Wall Street 
 New York, New York 10005 
 Attention: Stephen Cayer 

Telephone No.: (212) 250-3536 
 Telecopier No.: (212) 797-5904 
 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 above, 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:
		
		 	 
		 	 
		 	 
		 	 
		 	Attention:	 	 








 Annex G 
 Page 3 
 Telephone No.: 

Fax No.: 
  

					
	(b)        	 	if to the Pledgee, at the address given in Section 4 hereof;
		
	(c)        	 	if to the Issuer, at:
		
		 	 
		 	 
		 	 

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

7. This Agreement shall be binding upon the successors and assigns of the 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. 







 Annex G 
 Page 4 
 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: