**Exhibit 10.2 - Amended and Restated Pledge Agreement**

EXHIBIT I 

AMENDED AND RESTATEDPLEDGE AGREEMENT 

AMENDED AND RESTATED PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this“Agreement”), dated as of December 21, 2005, among 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”) and 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 asotherwise 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 SunTrust Capital Markets, Inc. as Joint Lead Arrangers, Deutsche Bank Securities Inc., as BookRunning Manager, SunTrust Bank, as Syndication Agent, Bank of America, N.A., The Bank of New York and The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch, as Co-Documentation Agents, and Deutsche Bank Trust Company Americas, as administrative agent(together with any successor administrative agent, the “Administrative Agent”), have entered into an Amended and Restated Credit Agreement, dated as of December 21, 2005 (as amended, modified, restated and/or supplemented fromtime 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 moreInterest 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 anyreason, 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 suchInterest 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, the Pledgors have heretofore entered into a Pledge Agreement, dated June 3, 2005 (as amended, restated, supplemented and/ormodified to, but not including, the date hereof, the “Original Pledge Agreement”); 

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WHEREAS, it is a condition precedent to the making and continuation of Loans to the Borrower and theissuance 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 executedand delivered to the Pledgee this Agreement; and 

WHEREAS, each Pledgor desires to execute this Agreement to satisfy the conditionsdescribed in the preceding paragraph and to amend and restate the Original Pledge Agreement in the form of this Agreement; 

WHEREAS, eachPledgor will obtain benefits from the incurrence and continuation of Loans by the Borrower and the issuance and maintenance of, and participation in, Letters of Credit for the account of the Borrower under the Credit Agreement and the entering intoand 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 precedingparagraph and to induce the Lenders to make and continue Loans to the Borrower and issue, maintain, and/or participate in, Letters of Credit for the account of the Borrower and the Other Creditors to maintain and/or enter into Secured HedgingAgreements with the Borrower and/or one or more of its Qualified Wholly-Owned Domestic Subsidiaries; 

NOW, THEREFORE, in consideration ofthe 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 Creditorsand hereby covenants and agrees with the Pledgee for the benefit of the Secured Creditors as follows: 

1. SECURITY FOR OBLIGATIONS. ThisAgreement is made by each Pledgor for the benefit of the Secured Creditors to secure: 

(i) the full and prompt paymentwhen 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 afterthe 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 aclaim 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 theSubsidiaries 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), exceptto the extent consisting of obligations, liabilities or indebtedness with respect to the Secured Hedging Agreements being herein collectively called the “Credit Document Obligations”); 

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(ii) the full and prompt payment when due (whether at stated maturity, byacceleration 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 any such proceeding) owing by such Pledgor to theOther 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 Pledgorthat 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 theterms, 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 securityinterest 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 orotherwise 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 thisAgreement; and 

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

all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through (vi) of thisSection 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 ofthis 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. 

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

“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. 

“ExemptedForeign 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 treatedas 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 forthin Section 11 hereof. 

“Investment Property” shall have the meaning given such term in Section 9-102(a)(49) ofthe 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. 

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“Limited Liability Company Interests” shall mean the entire limited liability companymembership 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-VotingEquity 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. 

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

“Other Creditors” shall have the meaning setforth 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 aSubsidiary 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 have the meaning provided in Section 9 hereof. 

“Pro Rata Share” shall have the meaning provided in Section 9 hereof. 

“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(e) hereof. 

“Required Secured Creditors” shall mean (i) at any time when any Credit Document Obligations or Letters of Credit are outstandingor any Commitments under the Credit 

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Agreement exist, the Required Lenders (or, to the extent provided in Section 13.12 of the Credit Agreement, each of the Lenders) and (ii) at anytime 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 and no further Commitments and Letters of Credit may be provided thereunder, theholders of a majority of the Other Obligations. 

“Requisite Creditors” shall have the meaning provided in Section 22hereof. 

“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 SecuredHedging 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 inany event also include all Stock. 

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

“Stock” shall mean (x) with respect to corporations incorporated under thelaws 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 thatis 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 anyForeign Corporation that is a Subsidiary of such Pledgor. 

“Termination Date” shall have the meaning set forth inSection 20 hereof. 

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

“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.

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

“Voting Equity Interests” of any Person shall mean all classes of Equity Interestsof 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 andassign 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 ownedor 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 nowexisting 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 otherdistributions 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, insuranceproceeds 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; 

(E) all of such Pledgor’s rights under any limited liability companyagreement 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 

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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 andin 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 togive 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 anychecks, 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 orhereafter 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 towhich such Pledgor shall at any time be entitled in respect of such Partnership Interests; 

(B) all other payments dueor 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 anypartnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; 

(D) allpresent 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 relatingto such Partnership 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 inrespect of such Partnership Interests and any such partnership, to make determinations, to 

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exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver orapproval, 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 takeany action in connection with any of the foregoing; and 

(F) all other property hereafter delivered in substitution foror 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, receivableor otherwise distributed in respect of or in exchange for any or all thereof; 

(d) all other Investment Property that constitutesEquity Interests of a Person that is a Subsidiary of a Pledgor; and 

(e) all Proceeds of any and all of the foregoing; 

provided that (x) except in the circumstances and to the extent provided by Section 9.16 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 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity and (y) each Pledgorshall 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 limitationsdescribed in preceding clause (x). 

3.2 Procedures. (a) To the extent that any Pledgor at any time or from time to timeowns, 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 SecuredCreditors: 

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

(ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a ClearingCorporation 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 Creditorssubstantially 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 

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and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding suchUncertificated 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 Interestcredited 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, underSections 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 LimitedLiability 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 theUCC, 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, the procedure set forthin 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 ortransfers 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 Pledgorshall take all actions as may be requested from time to time by 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 CommercialCode 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’ssecurity interest in all Investment Property and other 

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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 underthe laws of the relevant States, including, without limitation, Section 9-312(a) of the UCC) is so perfected. 

3.3 SubsequentlyAcquired 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 (andwithout 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 aspracticable 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) acertificate 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 toAnnexes 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 anytime 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 9.16 of the Credit Agreement, no Pledgor shall be required at any time topledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests ofeach Exempted Foreign Entity at any time and from time to time acquired by such Pledgor. 

3.4 Transfer Taxes. Each pledge ofCollateral 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, islisted 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 describedin Annex C hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex C hereto; (iv) the LimitedLiability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (v) each such Limited Liability Company Interest referenced in clause (iv) of this paragraphconstitutes 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 Personsdescribed 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 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 ofCollateral 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. 

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4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee shall have the right to appoint one or moresub-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 ornominees of the Pledgee or a sub-agent appointed by the Pledgee. 

5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there shallhave occurred and be continuing an Event of Default, 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 respectthereof; 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 withany 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 theCollateral, 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, andSection 7 hereof shall become applicable. 

6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until there shall have occurred and becontinuing 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 toretain as part of the Collateral: 

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

(iii) all otheror 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 anyconsolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate or other reorganization. 

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Nothing contained in this Section 6 shall limit or restrict in any way the Pledgee’s right to receive theproceeds 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 hereofshall 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 necessaryendorsement). 

7. REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and inevery 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 theCollateral, 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, whicheach Pledgor hereby agrees to be commercially reasonable: 

(i) to receive all amounts payable in respect of theCollateral otherwise payable under Section 6 hereof to the respective Pledgor; 

(ii) to transfer all or any partof the Collateral into the Pledgee’s name or the name of its nominee or nominees; 

(iii) to vote (and exercise allrights 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 theretoas 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 whichare 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 discretion maydetermine, 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 suchnotice 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, ifany, 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 theCollateral 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 ofthem be under any obligation to take any action whatsoever with regard thereto; and 

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(v) to set off any and all Collateral against any and all Obligations, and towithdraw 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 DebtAgreement, 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 otherSecured 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 simultaneousor 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 operateas 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 SecuredCreditor 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 RequiredSecured 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 andremedies may be exercised by the Pledgee for the benefit of the Secured Creditors upon the terms of this Agreement. 

9. APPLICATION OFPROCEEDS. (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 follows:

(i) first, to the payment of all amounts owing to the Pledgee of the type described in clauses (iii),(iv) and (v) of Section 1 hereof; 

(ii) second, to the extent proceeds remain after theapplication pursuant to the preceding clause (i), to the payment of all amounts owing to the Administrative Agent of the type described in clauses (v) and (vi) of Section 1 hereof; 

(iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), anamount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations or, if the proceeds areinsufficient to pay in full all such Primary Obligations, its ProRata Share of the amount remaining to be distributed; 

Exhibit I 

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(iv) fourth, to the extent proceeds remain after the application pursuant tothe preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal toits outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its ProRata Share of the amount remaining to be distributed; and 

(v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv),inclusive, and following the termination of this Agreement pursuant to Section 20 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. 

(b) For purposes of this Agreement, (x) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of anydistribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and thedenominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, allprincipal 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) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations. 

(c) When payments to Secured Creditors are based upon their respective ProRata Shares, the amounts received by such SecuredCreditors hereunder shall be applied (for purposes of making determinations under this Section 9 only) (i) first, to their Primary Obligations and (ii) second, to their Secondary Obligations. If any payment to anySecured Creditor of its ProRata Share of any distribution would result in overpayment to such Secured Creditor, such excess amount shall instead be distributed in respect of the unpaid Primary Obligations or Secondary Obligations, asthe case may be, of the other Secured Creditors, with each Secured Creditor whose Primary Obligations or Secondary Obligations, as the case may be, have not been paid in full to receive an amount equal to such excess amount multiplied by a fractionthe numerator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of such Secured Creditor and the denominator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of allSecured Creditors entitled to such distribution. 

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

Exhibit I 

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application of all such cash security to the repayment of all Obligations owing to the Lender Creditors after giving effect to the termination of all suchLetters of Credit, if there remains any excess cash, such excess cash shall be returned by the Administrative Agent to the Pledgee for distribution in accordance with Section 9(a) hereof. 

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

(f) For purposes of applying payments received in accordance with this Section 9, the Pledgee shall be entitledto 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 Creditorsagree (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 aLender 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 SecondaryObligations 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. 

(g) It is understood and agreed that each Pledgor shall remain jointly and severally liable with respect to its Obligations to the extent of anydeficiency 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 shallbe 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 beanswerable 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 ofany right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, 

Exhibit I 

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judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent incurred orarising 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 grossnegligence 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 propertyactually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to thepayment 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 theNotes 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 SecuredCreditor 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) shallhave 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 consistingof 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 eitherbefore 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 oras 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 inany 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 anyexpenses or perform or discharge any obligation, duty or liability under the Collateral. 

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13. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor agrees that it will join with thePledgee 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 officesas 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 interestin 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 Collateralspecifically 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 deliverto 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 itsrights, powers and remedies hereunder or thereunder. 

(b) Each Pledgor hereby constitutes and appoints the Pledgee its true and lawfulattorney-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’sdiscretion, 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 inconnection 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 attorneyis coupled with an interest. 

14. THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in accordance with this Agreement all items of theCollateral 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 theobligations 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 CreditAgreement. 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 theCredit 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 anyinterest therein. 

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16. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents, warrantsand covenants as to itself and each of its Subsidiaries that: 

(i) it is the legal, beneficial and record owner of, andhas 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 nopledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement); 

(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 bindingobligation 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 lawsaffecting 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 noconsent, 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’sCollateral 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 itis 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 anyapplicable 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) upon any of the properties or assets of suchPledgor 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 itsSubsidiaries 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 ofpartnership, 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; 

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(vi) all of such Pledgor’s Collateral has been duly and validly issued, isfully paid and non-assessable and is subject to no options to purchase or similar rights; 

(vii) the pledge, collateralassignment 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 theProceeds thereof, subject to no prior Lien or encumbrance or to any agreement purporting to grant to any third party a Lien or encumbrance on the property or assets of such Pledgor which would include the Securities and the Pledgee is entitled toall 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 suchPledgor’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 Pledgeewith “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 takenall steps in its control so that the Pledgee obtains “control” over such Security Entitlement. 

(b) Each Pledgor covenantsand 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 agreesthat 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 andthe other Secured Creditors. 

(c) Each Pledgor covenants and agrees that it will take no action which would violate any of the termsof any Secured Debt Agreement. 

17. LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION AND/OR A TRANSMITTINGUTILITY); 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 suchPledgor. 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 DebtAgreements 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 oforganization or Location, as the case may be, outside the United States or a State thereof) if (i) it 

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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 adjustedfor 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 the respective suchchange or changes, it shall have taken all action reasonably requested by the Pledgee to 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. Inaddition, 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 organizationalidentification 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 andeffect. 

18. PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor under this Agreement shall be absolute andunconditional 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 Agreementpursuant to Section 20 hereof), including, without limitation: 

(i) any renewal, extension, amendment ormodification 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 anythereof; 

(ii) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any suchagreement 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 anysecurity by the Pledgee or its assignee; 

(iv) any limitation on any party’s liability or obligations under anysuch 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 withrespect 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 receivedfrom 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 assoon as practicable and at its expense will use its best 

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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 beeffected (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 statutethen in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other governmental requirements; provided, that the Pledgee shall furnish to such Pledgor suchinformation 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 asto 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 totime 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 anyuntrue 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 registrationstatement, 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 informationfurnished in writing to such Pledgor by the Pledgee or such other Secured Creditor expressly for use therein. 

(b) If at any time whenthe 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 underthe 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 orderthat 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 notwithstandingthat 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 ofany 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 thePledgee, 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 

Exhibit I 

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created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as maybe 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 toany Collateral consisting of an Uncertificated Security, a Partnership Interest or a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of aClearing 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 limitedliability 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 HedgingAgreements entitled to the benefits of this Agreement have been terminated, no Letter of Credit or Note (as defined in the Credit Agreement) is outstanding (and all Loans have been paid in full), all Letters of Credit have been terminated, and allother 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) (x) at any time priorto 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 theCredit 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 DebtAgreements, 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, tothe extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial releasestatements 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 bein 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 thePledgee (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 toSection 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, reasonablyacceptable to the Pledgee) to the effect set forth in the immediately preceding sentence. 

(d) Upon the occurrence of the SecurityRelease Date, the Pledgors shall be automatically released from this Agreement and all security interests created hereunder shall be 

Exhibit I 

Page 24 

 

released automatically without further action on the part of the Pledgee and this Agreement shall, as to each Pledgor, terminate, and have no further forceor 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 inaccordance with) this Section 20. 

21. NOTICES, ETC. Except as otherwise specified herein, all notices, requests, demands or othercommunications 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 cabledor 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 anyPledgor 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 WallStreet 

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 theCredit Agreement; 

(d) if to any Other Creditor, at such address as such Other Creditor shall have specified in writing to thePledgors and the Pledgee; 

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

22. WAIVER; AMENDMENT. Except as provided in Sections 30 and 32 hereof, none of theterms 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 Pledgorhereunder 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 theRequisite Creditors of such 

Exhibit I 

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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 Classshall 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 Agreementshall 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 successorsand 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 andwarranties 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 executionand 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 OFTHE 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 OTHERCREDIT 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, EACHPLEDGOR 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 LACKPERSONAL 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 PERSONALJURISDICTION 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 

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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 INSECTION 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 ORPROCEEDING 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 SERVEPROCESS 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 CREDITDOCUMENT 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 ANINCONVENIENT 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 respectto 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 shallthe 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 allof 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 ineffectiveto the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any otherjurisdiction. 

Exhibit I 

Page 27 

 

29. RECOURSE. This Agreement is made with full recourse to each Pledgor and pursuant to and upon all therepresentations, 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 thedate 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 anddelivering 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 andaccurate 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 documentsrequired 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 ineach 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 asprovided in the Subsidiaries Guaranty. 

32. RELEASE OF PLEDGORS. If at any time all of the Equity Interests of any Pledgor owned by theBorrower 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, suchPledgor 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 inany 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 toit. 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 therelease 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 thePledgee) 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 goodfaith to be in accordance with, this Section 32. 

Exhibit I 

Page 28 

 

33. AMENDMENT AND RESTATEMENT. Each of the Collateral Agent and each of the Pledgors herebyacknowledges and agrees that from and after the Restatement Effective Date, this Agreement amends, restates and supersedes the Original Pledge Agreement in its entirety. 

* * * * 

Exhibit I 

Page 29 

 

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

 
Address:201 North Harrison Street, Suite 600Davenport, Iowa 52801Attention: Chief Financial OfficerTel: (563) 383-2179Fax: (563) 327-2600c/o Lee Enterprises, Incorporated201 North Harrison Street, Suite 600Davenport, Iowa 52801Attention: Chief Financial OfficerTel: (563) 383-2179
Fax: (563) 327-2600

 

c/o Lee Enterprises, Incorporated
201 North Harrison Street, Suite 600Davenport, Iowa 52801Attention: Chief Financial OfficerTel: (563) 383-2179
Fax: (563) 327-2600

 

c/o Lee Enterprises, Incorporated
201 North Harrison Street, Suite 600Davenport, Iowa 52801Attention: Chief Financial OfficerTel: (563) 383-2179
Fax: (563) 327-2600

 

c/o Lee Enterprises, Incorporated
201 North Harrison Street, Suite 600Davenport, Iowa 52801Attention: Chief Financial OfficerTel: (563) 383-2179
Fax: (563) 327-2600

 

c/o Lee Enterprises, Incorporated
201 North Harrison Street, Suite 600Davenport, Iowa 52801Attention: Chief Financial OfficerTel: (563) 383-2179Fax: (563) 327-2600
 

LEE ENTERPRISES, INCORPORATED,

    as a Pledgor
By: 
/s/    Carl G. Schmidt
Title: Vice President, Chief Financial Officer and Treasurer
ACCUDATA, INC.,

    as aPledgor
By: 
/s/    C. D. Waterman III
Title: Secretary
INN PARTNERS, L.C.,

    as a Pledgor
By: 
/s/    C. D. Waterman III
Title: Secretary
JOURNAL – STAR PRINTING CO.,

    as a Pledgor
By: 
/s/    C. D. Waterman III
Title: Secretary
K. FALLS BASIN PUBLISHING, INC.,

    as a Pledgor
By: 
/s/    C. D. Waterman III
Title: Secretary
LEE CONSOLIDATED HOLDINGS CO.,

    as a Pledgor
By: 
/s/    C. D. Waterman III
Title: Secretary
 

Exhibit I 

Page 30 

 
c/o Lee Enterprises, Incorporated201 North Harrison Street, Suite 600Davenport, Iowa 52801Attention: Chief Financial OfficerTel: (563) 383-2179
Fax: (563) 327-2600

 

c/o Lee Enterprises, Incorporated
201 North Harrison Street, Suite 600Davenport, Iowa 52801Attention: Chief Financial OfficerTel: (563) 383-2179
Fax: (563) 327-2600

 

c/o Lee Enterprises, Incorporated
201 North Harrison Street, Suite 600Davenport, Iowa 52801Attention: Chief Financial OfficerTel: (563) 383-2179
Fax: (563) 327-2600

 

c/o Lee Enterprises, Incorporated
201 North Harrison Street, Suite 600Davenport, Iowa 52801Attention: Chief Financial OfficerTel: (563) 383-2179
Fax: (563) 327-2600

 

c/o Lee Enterprises, Incorporated
201 North Harrison Street, Suite 600Davenport, Iowa 52801Attention: Chief Financial OfficerTel: (563) 383-2179Fax: (563) 327-2600
 

LEE PUBLICATIONS, INC.,

    as a Pledgor
By: 
/s/    C. D. Waterman III
Title: Secretary
LEE PROCUREMENT SOLUTIONS CO.,

    as a Pledgor
By: 
/s/    C. D. Waterman III
Title: Secretary
LINT CO.,

    as aPledgor
By: 
/s/    C. D. Waterman III
Title: Secretary
SIOUX CITY NEWSPAPERS, INC.,

    as a Pledgor
By: 
/s/    C. D. Waterman III
Title: Secretary
TARGET MARKETING SYSTEMS, INC.,

    as a Pledgor
By: 
/s/    C. D. Waterman III
Title: Secretary
 

 
Accepted and Agreed to:
DEUTSCHE BANK TRUST COMPANY AMERICAS

as Collateral Agent and Pledgee
By: 
/s/    Susan L. LeFevre
Title: DirectorBy: 
/s/    Lana Gifas
Title: Vice President