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201007174
<br />RECITALS
<br />WHEREAS, pursuant to that certain Credit. Agreement, dated as of the date hereof (as
<br />amended, modified, supplemented, extended, renewed or replaced from time to time, the "Credit
<br />A rg Bement "), among Omaha World-Herald Company, a Delaware corporation (the "Borrower"),
<br />Grantor and certain other guarantors party thereto from time to time (individually, a "Guarantor"
<br />and collectively, the "Guarantors"), the lenders party thereto from time to time (the "Lenders ")
<br />and Bank of America, N.A., as administrative agent for the Lenders, the Lenders have agreed to
<br />make available to the Borrower certain Loans, Letters of Credit and other arrangements (the
<br />"Credit Facility").
<br />WHEREAS, pursuant to the Note Purchase Agreement dated as of July 1, 1998 (as
<br />amended, modified, supplemented, extended, renewed or replaced from time to time, the "Senior
<br />Note A Bement "), among the Borrower and the institutional investors signatory thereto
<br />(collectively, the "Senior Note Creditors "), the Borrower has issued and sold to the Senior Note
<br />Creditors $110,000,000 in aggregate principal amount of the Borrower's Senior Notes due July
<br />1, 2013 (together with all notes issued in substitution or exchange therefor or in replacement
<br />thereof in accordance with the terms of the Senior Note Agreement, the "Senior Notes ");
<br />WHEREAS, the Lenders have agreed to make the Credit Facility available to the
<br />Borrower and the Senior Note Creditors have agreed to enter into that certain Amendment No. 1
<br />to Note Purchase Agreement, dated as of the date hereof, provided that, among other things, the
<br />Grantor executes and delivers this Security Instrument to the Collateral Agent for the benefit of
<br />the Secured Creditors; and
<br />WHEREAS, capitalized terms used and not otherwise defined herein shall have the
<br />meanings provided in that certain Intercreditor and Collateral Agency Agreement dated as of the
<br />date hereof among Bank of America, N.A., as Administrative Agent, the Senior Note Creditors,
<br />the Collateral Agent, the Grantor and certain other parties thereto (the "Intercreditor
<br />A Bement ").
<br />WITNESSETH:
<br />In consideration of the foregoing recitals and for other good and valuable consideration,
<br />the receipt and sufficiency of which are hereby acknowledged, each of the Grantors irrevocably
<br />grants, mortgages, warrants, bargains, sells, pledges, remises, aliens, assigns, conveys, transfers
<br />and sets over to the Trustee, in trust, for the benefit of the Agent, WITH POWER OF SALE, and
<br />with all other statutory rights and covenants and subject to the further teens of this Security
<br />Instrument, all of such Grantor's right, title and interest in and to the following:
<br />(a) All that tract or parcel of land and other real property interests in Hall County,
<br />Nebraska more particularly described in Exhibits A-1 tluou A-5 attached hereto and made a
<br />part hereof, together with all of such Grantor's right, title and interest in, to and under all rights
<br />CHART\I 182503v1
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