S-4

As filed with the Securities and Exchange Commission on June 4, 2010

Registration No. 333-             

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

Under

The Securities Act of 1933

THE MCCLATCHY COMPANY

(Exact name of registrant as specified in its charter)

Delaware	2711	52-2080478
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2100 “Q” Street,

Sacramento, California 95816

(916) 321-1846

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Karole Morgan-Prager, Esq.

Corporate Secretary and General Counsel

The McClatchy Company

2100 Q Street

Sacramento, CA 95816

(916) 321-1828

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Katharine A. Martin, Esq.

Michael A. Occhiolini, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

(Exact name of additional registrant as specified in its charter)	(State or other jurisdiction of incorporation or formation)	(Primary Standard Industrial  Classification Code)	(I.R.S. Employer Identification  Number)
Aboard Publishing, Inc.	Florida	2711	65-1051606
Anchorage Daily News, Inc.	Alaska	2711	92-0071348
Bellingham Herald Publishing, LLC	Delaware	2711	59-0184700
Belton Publishing Company, Inc.	Missouri	2711	43-1412853
Biscayne Bay Publishing, Inc.	Florida	2711	65-1051521
Cass County Publishing Company	Missouri	2711	43-0891076
Columbus Ledger-Enquirer, Inc.	Georgia	2711	58-0376130
Cypress Media, Inc.	New York	2711	37-0742453
Cypress Media, LLC	Delaware	2711	65-0764225
East Coast Newspapers, Inc.	South Carolina	2711	68-0201685
Gulf Publishing Company, Inc.	Mississippi	2711	64-0469077
HLB Newspapers, Inc.	Missouri	2711	43-1675371
Idaho Statesman Publishing, LLC	Delaware	2711	59-0184700
Keltatim Publishing Company, Inc.	Kansas	2711	48-1161908
Keynoter Publishing Company, Inc.	Florida	2711	59-0789679
Lee’s Summit Journal, Incorporated	Missouri	2711	44-0534462
Lexington H-L Services, Inc.	Kentucky	2711	61-1353956
Macon Telegraph Publishing Company	Georgia	2711	58-0333650
Mail Advertising Corporation	Texas	2711	75-2588187
McClatchy Interactive LLC	Delaware	2711	52-2360845
McClatchy Interactive West	Delaware	2711	65-0683075
McClatchy Investment Company	Delaware	2711	51-0274877
McClatchy Management Services, Inc.	Delaware	2711	52-2360846
McClatchy Newspapers, Inc.	Delaware	2711	94-0666175
McClatchy U.S.A., Inc.	Delaware	2711	65-0732197
Miami Herald Media Company	Delaware	2711	38-0723657
Newsprint Ventures, Inc.	California	2711	68-0041100
Nittany Printing and Publishing Company	Pennsylvania	2711	24-0676050
Nor-Tex Publishing, Inc.	Texas	2711	75-1109443
Olympian Publishing, LLC	Delaware	2711	59-0184700
Olympic-Cascade Publishing, Inc.	Washington	2711	68-0098889
Pacific Northwest Publishing Company, Inc.	Florida	2711	59-0184700
Quad County Publishing, Inc.	Illinois	2711	37-1225856
San Luis Obispo Tribune, LLC	Delaware	2711	20-5001401
Star-Telegram, Inc.	Delaware	2711	22-3148254
Tacoma News, Inc.	Washington	2711	68-0099037
The Bradenton Herald, Inc.	Florida	2711	59-1487839
The Charlotte Observer Publishing Company	Delaware	2711	56-0612746
The News and Observer Publishing Company	North Carolina	2711	56-0338580
The State Media Company	South Carolina	2711	57-0477517
The Sun Publishing Company, Inc.	South Carolina	2711	57-0564988
Tribune Newsprint Company	Utah	2711	87-0415831
Wichita Eagle and Beacon Publishing Company, Inc.	Kansas	2711	48-0571718
Wingate Paper Company	Delaware	2711	68-0068249

(Address, including zip code, and telephone number, including area code, of each additional Registrant’s principal executive offices)

2100 “Q” Street,

Sacramento, California 95816

(916) 321-1846

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

¨	Large accelerated filer	x	Accelerated filer
¨	Non-accelerated filer (Do not check if a smaller reporting company)	¨	Smaller reporting company

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

¨  Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨  Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(1)
11.50% Senior Secured Notes due 2017	$875,000,000	100%	$875,000,000	$62,387.50
Guarantees of 11.50% Senior Secured Notes due 2017(2)	— (3)	— (3)	— (3)	— (3)

(1) Represents the maximum principal amount at maturity of 11.50% Senior Secured Notes due 2017 that may be issued pursuant to the exchange offer described in this registration statement. The statement fee was calculated pursuant to Rule 457(f) under the Securities Act of 1933.

(2) The guarantors are U.S. wholly-owned subsidiaries of The McClatchy Company and have guaranteed the notes being registered.

(3) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable for the guarantees of the notes.

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this prospectus is not complete and may be changed. We may not offer these securities for exchange until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Prospectus

Subject to Completion, dated June 4, 2010

$875,000,000

Offer To Exchange

11.50% Senior Secured Notes due 2017, Registered under the Securities Act

for

All Outstanding 11.50% Senior Secured Notes due 2017

of

The McClatchy Company

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM

NEW YORK CITY TIME, ON             , 2010, UNLESS EXTENDED

TERMS OF THE EXCHANGE OFFER:

• We are offering to exchange $875,000,000 aggregate principal amount of our registered 11.50% Senior Secured Notes due 2017, which we refer to as the exchange notes, for all of our original unregistered 11.50% Senior Secured Notes due 2017, which we refer to as the original notes, that were issued on February 11, 2010.

• The terms of the exchange notes will be substantially identical to the original notes, except that the exchange notes will not be subject to transfer restrictions or registration rights relating to the original notes.

• We are also offering to exchange the notes guarantees associated with the original notes, which we refer to as the original guarantees, for the notes guarantees associated with the exchange notes, which we refer to as the exchange guarantees.

• The terms of the exchange guarantees will be substantially identical to the original guarantees, except that the exchange guarantees will not be subject to the transfer restrictions or registration rights relating to the original guarantees.

• There is no existing market for the exchange notes to be issued, and we do not intend to apply for their listing on any securities exchange or arrange for them to be quoted on any quotation system.

• We will exchange all original notes and related original guarantees that are validly tendered and not withdrawn prior to the expiration or termination of the exchange offer for an equal principal amount of exchange notes and related exchange guarantees.

See the section entitled “Description of Notes” that begins on page 47 for more information about the exchange notes and related exchange guarantees to be issued in this exchange offer.

If you do not exchange your original notes and related original guarantees for exchange notes and related exchange guarantees in the exchange offer, you will continue to be subject to the restrictions on transfer provided in the original notes and related original guarantees and indenture governing those notes. In general, you may not offer or sell your original notes and related original guarantees unless such offer or sale is registered under the federal securities laws or are sold in a transaction exempt from or not subject to the registration requirements of the federal securities laws and applicable state securities laws.

See the section entitled “Risk Factors” that begins on page 13 for a discussion of the risks that you should consider prior to tendering your original notes and related original guarantees in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated             , 2010.

TABLE OF CONTENTS

	Page
Important Notice About Information Presented In This Prospectus	i
Summary	1
Risk factors	13
Disclosure regarding forward looking statements	29
Use of proceeds	30
Selected historical consolidated financial information	31
The exchange offer	33
Description of our other material indebtedness	45
Description of notes	47
Exchange offer and registration rights agreement	112
Book-entry settlement and clearance	113
Certain U.S. federal income tax considerations	116
Plan of distribution	117
Legal matters	118
Experts	118
Where you can find more information	118
Index to consolidated financial statements	F-1

Important notice about information presented in this prospectus

You should carefully read this prospectus. You should rely only on the information provided in this prospectus and the information incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not offering to exchange the original notes for exchange notes in any jurisdiction where the offer is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, and the information in the documents incorporated by reference into this prospectus is accurate only as of the date of those respective documents, regardless of the time of delivery of this prospectus.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this document. This information is available without charge to holders upon written or oral request to The McClatchy Company, 2100 Q Street, Sacramento, California 95816, Attention: Investor Relations, Telephone: (916) 321-1846.

In order to obtain timely delivery of such documents, holders of original notes and related original guarantees must request this information no later than five business days prior to the expiration date of the exchange offer for the original notes and related guarantees.

i

Summary

This summary highlights selected information included elsewhere or incorporated by reference in this prospectus to help you understand The McClatchy Company and the terms of the notes and the notes guarantees. Because this is a summary, you should carefully read this prospectus, as well as the information incorporated by reference in this prospectus, to fully understand the terms of the notes and the notes guarantees and other considerations that may be important to you in making a decision about whether to participate in the exchange offer. Unless the context indicates or requires otherwise, the terms “McClatchy,” “our company,” “we,” “us,” and “our” as used in this prospectus refer to The McClatchy Company, or McClatchy, and its consolidated subsidiaries. The terms “notes guarantors” and “notes guarantees” have the meanings defined in the “Description of Notes.” Unless the context indicates or requires otherwise, references to the “original notes” and the “exchange notes” as used in this prospectus shall be deemed to include the original guarantees associated with such original notes or the exchange guarantees associated with the exchange notes, as the case may be. We use the term “notes” in this prospectus to collectively refer to the original notes and the exchange notes, and we use the term “notes guarantees” in this prospectus to collectively refer to the original guarantees and the exchange guarantees. References to “first priority security interest” and “second priority security interest” throughout this prospectus are meant to describe in general terms the priority of the security interests securing the senior secured credit facility and the notes, respectively, and are subject in each case to limitations as a result of permitted liens on the collateral that may have priority to such first priority and second priority security interests.

Company overview

We are a leading local media company that provides both print and online news and advertising services in premium growth markets. We have a century and a half of experience in mass and targeted media, with our origins in the California Gold Rush era of 1857. Originally incorporated in California as McClatchy Newspapers, Inc., our three original California newspapers—The Sacramento Bee, The Fresno Bee and The Modesto Bee—were the core of the company until 1979 when we began to diversify geographically outside of California by purchasing newspapers in the Northwest, the Carolinas and Minnesota.

On June 27, 2006, we acquired Knight-Ridder, Inc., which we refer to as the Acquisition. Of the 32 daily newspapers acquired in the Acquisition, we subsequently sold 12 of the daily newspapers, retaining 20 daily papers in strong markets that also have significant digital assets. On March 5, 2007, we sold the (Minneapolis) Star Tribune newspaper and other publications and websites related to the newspaper.

The McClatchy Company is the third largest newspaper publisher by circulation in the United States, with 30 daily newspapers, 43 non-dailies and direct marketing and direct mail operations located in 29 markets across the country. Our newspapers range from large dailies serving metropolitan areas to non-daily newspapers serving small communities. For the fiscal year 2009, we had an average paid daily circulation of 2,298,635 and Sunday circulation of 2,946,400. McClatchy also operates local websites in each of our markets which complement our newspapers and extend our audience reach. Average monthly unique visitors, a measurement of usage of our websites, totaled 34.5 million in fiscal 2009. McClatchy-owned newspapers include, among others, The Miami Herald, The Sacramento Bee, Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer and The News & Observer (Raleigh).

McClatchy also owns a portfolio of premium digital assets. In addition to our local websites, which offer users information, comprehensive news, advertising, e-commerce and other services, McClatchy owns 14.4% of CareerBuilder, the nation’s largest online job site; 25.6% of Classified Ventures, a newspaper industry partnership that offers two of the nation’s premier classified websites: the auto website, Cars.com, and the rental website, Apartments.com; and 33.3% of HomeFinder, LLC which operates the real estate website HomeFinder.com.

1

The Refinancing

On February 11, 2010, concurrently with the closing of the offering of the original notes in the initial private placement, we amended and restated the credit agreement governing our revolving credit facility and term loan facility, or the Amended and Restated Credit Agreement, and used approximately $567.7 million of the proceeds of the offering of original notes to repay indebtedness under the credit agreement. In addition, concurrently with the offering of the original notes, we commenced (1) a tender offer, which we refer to as the 2011 Notes Tender Offer, for any and all of the approximately $166 million aggregate principal amount outstanding of our 7.125% Notes due June 1, 2011, which we refer to as the 2011 Notes, and (2) a tender offer, which we refer to as the 2014 Notes Tender Offer, and consent solicitation for any and all of the approximately $24 million aggregate principal amount outstanding of our 15.75% Senior Notes due 2014, which we refer to as the 2014 Notes. Upon expiration of the 2011 Notes Tender Offer we repurchased approximately $147.2 million aggregate principal amount of our 2011 Notes for $154.6 million in cash from the offering, and upon expiration of the 2014 Notes Tender Offer, we repurchased approximately $23.9 million aggregate principal amount of our 2014 Notes for $31.9 million in cash from the offering.

Our history

Originally incorporated in California as McClatchy Newspapers, Inc., we reincorporated in Delaware in 1987. Our principal executive offices are located at 2100 Q Street, Sacramento, California 95816, and our telephone number is (916) 321-1846. Our website address is www.mcclatchy.com. The contents of our website are not incorporated in, or otherwise to be regarded as part of, this prospectus.

2

The Exchange Offer

The Initial Offering of Original Notes	On February 11, 2010, we issued in a private placement $875.0 million aggregate principal amount of 11.50% Senior Notes due 2017. We refer to these notes as the original notes in this prospectus. The initial purchasers subsequently resold the original notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to persons outside the United States pursuant to Regulation S.
Registration Rights Agreement	Pursuant to the registration rights agreement among McClatchy, the note guarantors from time to time party thereto and J.P. Morgan Securities, Inc., as representative of the initial purchasers, entered into in connection with the private placement of the original notes, McClatchy agreed to offer to exchange the original notes for up to $875.0 million aggregate principal amount of registered 11.50% Senior Notes due 2017 that are being offered hereby. We refer to the notes to be issued for the original notes in this exchange offer as the exchange notes. We have filed this registration statement to meet our obligations under the registration rights agreement. If McClatchy fails to satisfy these obligations under the registration rights agreement, it will pay special interest to holders of the original notes under specified circumstances. See “Exchange offer and registration rights agreement.”
The Exchange Offer	We are offering to exchange the exchange notes and related exchange guarantees, which have been registered under the Securities Act, for the same aggregate principal amount of the original notes and related original guarantees. The original notes may be tendered only in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. We will exchange the applicable exchange notes for all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration date of the exchange offer. The exchange notes will evidence the same debt as the original notes and will be issued under and entitled to the benefits of the same indenture that governs the original notes. Holders of the original notes do not have any appraisal or dissenter rights in connection with the exchange offer. Because we have registered the exchange notes, the exchange notes will not be subject to transfer restrictions, and holders of original notes that have tendered and had their original notes accepted in the exchange offer and thereafter receive the exchange notes will have no further registration rights nor the related special interest provisions.

3

If You Fail to Exchange Your Original Notes

If you do not exchange your original notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer provided in the original notes and the indenture governing the original notes. In general, you may not offer or sell your original notes unless such offer or sale is registered under the federal securities laws or are sold in a transaction exempt from or not subject to the registration requirements of the federal securities laws and applicable state securities laws.

Procedures for Tendering Notes

If you wish to tender your original notes for exchange notes and you hold your original notes in book-entry form, you must request your participant of The Depository Trust Company, or DTC, to, on your behalf, instead of physically completing and signing the letter of transmittal and delivering the letter and your original notes to the exchange agent, electronically transmit an acceptance through DTC’s Automated Tender Offer Program, or ATOP. If your original notes are held in book-entry form and are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, we urge you to contact that person promptly if you wish to tender your original notes pursuant to this exchange offer. If you wish to tender your original notes for exchange notes and you hold your original notes in certificated form, you must: •   complete and sign the enclosed letter of transmittal by following the related instructions, and •   send the letter of transmittal, as directed in the instructions, together with any other required documents, to the exchange agent either (1) with the original notes to be tendered, or (2) in compliance with the specified procedures for guaranteed delivery of the original notes. Please do not send your letter of transmittal or certificates representing your original notes to us. Those documents should be sent only to the exchange agent. Questions regarding how to tender and requests for information should be directed to the exchange agent. See “The exchange offer—exchange agent.”

4

Resale of the Exchange Notes	Except as provided below, we believe that the exchange notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that: •   the exchange notes are being acquired in the ordinary course of business, •   you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer, •   you are not an affiliate of McClatchy, •   you are not a broker-dealer tendering original notes acquired directly from us for your account, and •   you are not prohibited by law or any policy of the Securities and Exchange Commission, or the Commission, from participating in the exchange offer. Our belief is based on interpretations by the staff of the Commission, as set forth in no-action letters issued to third parties that are not related to us. The Commission has not considered this exchange offer in the context of a no-action letter. We cannot assure you that the Commission would make similar determinations with respect to this exchange offer. If any of these conditions are not satisfied, or if our belief is not accurate, and you transfer any exchange notes issued to you in the exchange offer without delivering a resale prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from those requirements, you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability. Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where the original notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of distribution.”
Record Date	We mailed this prospectus and the related offer documents to the registered holders of the original notes on             , 2010.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2010, unless we decide to extend the expiration date.

5

Conditions to the Exchange Offer	The exchange offer is subject to customary conditions. This exchange offer is not conditioned upon any minimum principal amount of the original notes being tendered.
Exchange Agent	The Bank of New York Mellon Trust Company, N.A., is serving as exchange agent for the exchange offer.
Withdrawal Rights	You may withdraw the tender of your original notes at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer. You must follow the withdrawal procedures as described under the heading “The exchange offer—withdrawal of tenders.”
Federal Income Tax Considerations	The exchange of original notes for the exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.
Use of Proceeds	We will not receive any proceeds from the issuance of the exchange notes for the original notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.

6

The Exchange Notes

The form and terms of the exchange notes are the same as the form and terms of the original notes, except that the exchange notes will be registered under the Securities Act. As a result, the exchange notes will not bear legends restricting their transfer and will not have the benefit of the registration rights and special interest provisions contained in the original notes. The exchange notes represent the same debt as the original notes for which they are being exchanged. Both the original notes and the exchange notes are governed by the same indenture.

Issuer	The McClatchy Company, a Delaware corporation.
Securities offered	$875.0 million aggregate principal amount of 11.50% Senior Secured Notes due 2017.
Maturity	February 15, 2017.
Interest	Interest on the notes will be payable in cash and will accrue at a rate of 11.50% per annum.
Interest payment dates	February 15 and August 15 of each year, beginning August 15, 2010. Interest will accrue from February 11, 2010.
Security	The notes and the guarantees are secured by a first-priority lien, pari passu to the liens granted under our Amended and Restated Credit Agreement (excluding any cash collateral for letters of credit) and subject to permitted liens, on certain of our and the guarantors’ assets, which (x) include intangible assets, inventory, receivables and certain minority investments, but (y) exclude land, buildings, machinery and equipment, which we refer to as PP&E, and any leasehold interests and improvements with respect to such PP&E which would be reflected on our consolidated balance sheet, shares of stock of any of our subsidiaries and any indebtedness owed to such grantor by our subsidiaries. See “Description of notes—Security.”
Ranking	The notes and the guarantees are our and the guarantors’ senior secured obligations and:
	•   rank senior in right of payment to any of our and the guarantors’ existing and future subordinated indebtedness;
	•   rank equally in right of payment with all of our and the guarantors’ existing and future senior indebtedness, including amounts outstanding under our Amended and Restated Credit Agreement;
	•   rank effectively senior in right of payment to any of our and the guarantors’ unsecured indebtedness to the extent of the value of the collateral for the notes and the guarantees;

7

	•    are secured, subject to permitted liens, on a first-priority basis, equally and ratably with all obligations under any of our indebtedness and the guarantors secured by a first-priority lien on our and the guarantors assets that secure the notes (including obligations under our Amended and Restated Credit Agreement); and
	•    are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries.
	As of March 28, 2010:
	•    we and the guarantors had approximately $1.9 billion of total indebtedness;
	•    we and the guarantors had approximately $1.0 billion of total secured indebtedness (including the notes but excluding approximately $238.2 million of revolving availability under the Amended and Restated Credit Agreement) and $53.1 million of undrawn letters of credit outstanding under the Amended and Restated Credit Agreement (which reduces our availability under the Amended and Restated Credit Agreement);
	•    we and the guarantors had approximately $900 million of existing indebtedness that was effectively subordinated to the notes and the guarantees to the extent of the value of the collateral for the notes and the guarantees; and
	•    our non-guarantor subsidiaries had approximately $0.8 million of indebtedness and no other liabilities (excluding intercompany balances).
Guarantees	The notes are unconditionally guaranteed on a senior secured basis by each of McClatchy’s domestic subsidiary that guarantees the indebtedness under the Amended and Restated Credit Agreement.
Optional redemption	We may redeem some or all of the notes at any time on or after February 15, 2013 at the redemption prices set forth in this prospectus. We may also redeem up to 35% of the aggregate principal amount of the notes using the proceeds of certain equity offerings completed before February 15, 2013 at the redemption price set forth in this prospectus. Prior to February 15, 2013, we may also redeem some or all of the notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to but excluding the redemption date and a “make-whole” premium. See “Description of notes—Optional redemption.”

8

Change of control; and asset sales	If we experience specific kinds of changes of control and unless we have previously exercised our right to redeem all of the outstanding notes as described under “Description of notes—Optional redemption,” we will be required to make an offer to purchase the notes at a purchase price of 101% of the principal amount thereof, plus accrued but unpaid interest to, but excluding, the purchase date. See “Description of notes—Change of control.”
	If we or our restricted subsidiaries sell assets under certain circumstances, we will be required to make an offer to purchase the notes at their face amount, plus accrued and unpaid interest to, but excluding, the purchase date. See “Description of notes—Certain covenants—Limitation on asset sales.”
Certain covenants	The indenture governing the notes restricts our ability and the ability of our restricted subsidiaries to, among other things:
	•   incur certain additional indebtedness and issue preferred stock;
	•   make certain distributions, investments and other restricted payments;
	•   sell assets;
	•   agree to any restrictions on the ability of restricted subsidiaries to make payments to us;
	•   create liens;
	•   merge, consolidate or sell substantially all of our and our subsidiaries assets, taken as a whole; and
	•   enter into certain transactions with affiliates.
	These covenants are subject to important exceptions and qualifications and certain of these covenants will not be applicable during any period of time when the notes have an investment grade rating. See “Description of notes.”
Exchange offer; registration rights	Under a registration rights agreement with the initial purchasers, we have agreed to use our commercially reasonable efforts to cause to become effective a registration statement with respect to an offer to exchange the notes for the exchange notes. If we are not able to effect the exchange offer, we will instead use our reasonable efforts to file and cause to become effective a shelf registration statement relating to resales of the notes. We will be obligated to pay additional interest on the notes if we do not complete the exchange offer within 210 days after the issue date of the original notes or, if required, the shelf registration statement is not effective within a time period after the obligation to file it arises under the registration rights agreement. We have filed this registration statement to meet our obligations under the registration rights agreement. See “Exchange offer and registration rights agreement.”

9

Summary historical consolidated financial information and other data

The following table presents summary historical consolidated financial information and other data of McClatchy and its subsidiaries as of and for the years ended December 30, 2007, December 28, 2008 and December 27, 2009 and the three months ended March 29, 2009 and March 28, 2010. The consolidated financial information and other data for the years ended December 30, 2007, December 28, 2008 and December 27, 2009 have been derived from our audited consolidated financial statements, and the unaudited consolidated financial and other data for the three months ended March 29, 2009 and March 28, 2010 have been derived from our unaudited consolidated financial statements. You should read this data in conjunction with the section of our Annual Report on Form 10-K for the fiscal year ended December 27, 2009 and our Quarterly Report on Form 10-Q for the fiscal quarter March 28, 2010 entitled “Management’s discussion and analysis of financial condition and results of operations” and our consolidated financial statements and related notes provided elsewhere in this prospectus.

	Year ended									Three Months ended
Summary consolidated income statement and other data (in thousands)	December 30, 2007			December 28, 2008			December 27, 2009			March 29, 2009			March 28, 2010
Revenues—net
Advertising	$	1,911,722		$	1,568,766		$	1,143,129		$	284,689		$	252,921
Circulation		275,658			265,584			278,256			68,480			69,686
Other		72,983			66,106			50,199			12,456			12,985
		2,260,363			1,900,456			1,471,584			365,625			335,565
Operating expenses
Compensation		911,964			822,771			582,241			183,308			137,636
Newsprint and Supplements		277,634			252,599			167,164			54,376			32,312
Depreciation and amortization		148,559			142,948			142,889			34,377			31,818
Other operating expenses		496,112			460,973			380,778			104,426			87,208
Goodwill and masthead impairment		2,992,046			59,563			—			—			—
		4,826,315			1,738,854			1,273,072			376,487			288,974
Operating income (loss)		(2,565,952	)		161,602			198,512			(10,862	)		46,591
Non-operating (expenses) income
Interest expense		(197,997	)		(157,385	)		(127,276	)		(33,921	)		(40,767	)
Interest income		243			1,429			47			31			27
Equity income (loss) in unconsolidated companies—net		(36,899	)		(14,021	)		2,130			(3,130	)		(954	)
Write-down of investments and land held for sale		(84,568	)		(26,462	)		(28,322	)		—			—
Gain on sale of SP Newsprint Company		—			34,417			208			—			—
Gain (loss) on extinguishment of debt		—			21,026			44,117			—			(7,492	)
Gain on non-operating items and other—net		1,982			1,479			(5	)		(101	)		9
		(317,239	)		(139,517	)		(109,101	)		(37,121	)		(49,177	)
Income (loss) from continuing operations before income taxes		(2,883,191	)		22,085			89,411			(47,983	)		(2,586	)
Income tax provision (benefit)		(156,582	)		19,278			29,147			(10,259	)		(628	)
Income (loss) from continuing operations		(2,726,609	)		2,807			60,264			(37,724	)		(1,958	)
Income (loss) from discontinued operations, net of income taxes		(9,404	)		(6,758	)		(6,174	)		209			4,161
Net income (loss)	$	(2,736,013	)	$	(3,951	)	$	54,090		$	(37,515	)	$	2,203

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	As of
Summary consolidated balance sheet data (in thousands)	December 30, 2007		December 28, 2008		December 27, 2009		March 29, 2009		March 28, 2010
Total assets	$	4,137,919	$	3,522,206	$	3,302,899	$	3,438,270	$	3,242,554
Long-term debt		2,471,827		2,037,776		1,896,436		2,053,947		1,827,485
Total non-current liabilities		3,322,863		3,122,186		2,869,500		3,113,334		2,818,297
Stockholders’ equity		425,540		52,429		170,189		34,123		173,511

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Ratio of earnings to fixed charges

Fiscal Year Ended					Fiscal Quarter Ended
December 25, 2005	December 31, 2006	December 30, 2007	December 28, 2008	December 27, 2009	March 29, 2009	March 28, 2010
27.81	3.68	—	1.43	1.73	—	1.09

The ratio of earnings to fixed charges was computed by dividing earnings by fixed charges. For purposes of calculating the ratios, “earnings” consists of income before income taxes plus fixed charges less capitalized interest, and “fixed charges” consists of interest expensed and capitalized, amortization of debt issuance costs and the portion of rental expense representative of interest expense. Earnings were inadequate to cover fixed charges by $2.6 billion for the year ended December 30, 2007, as a result of non-cash impairment charges of $3.0 billion, and by $9.5 million in the quarter ended March 29, 2009 due to a loss from continuing operations.

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Risk factors

Prospective participants in the exchange offer should carefully consider all of the information contained in this prospectus, including the risks and uncertainties described below. Except with respect to the risk factors associated with the exchange offer, the risk factors set forth below are generally applicable to the original notes as well as the exchange notes.

Risks related to the exchange offer

If you fail to follow the exchange offer procedures, your notes will not be accepted for exchange.

We will not accept your notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after timely receipt of your original notes, a properly completed and duly executed letter of transmittal and all other required documents or if you comply with the guaranteed delivery procedures for tendering your notes. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes, letter of transmittal and all other required documents by the expiration date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your notes, we will not accept your original notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of original notes, we will not accept your original notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.

If you fail to exchange your original notes for exchange notes, they will continue to be subject to the existing transfer restrictions and you may not be able to sell them.

We did not register the original notes, nor do we intend to do so following this exchange offer. Original notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws, and such restrictions may adversely affect the trading price of the original notes. As a result, if you hold original notes after the exchange offer, you may not be able to sell them. To the extent any original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes that remain outstanding after the exchange offer may be adversely affected due to a reduction in market liquidity.

Risks related to the notes

We may not be able to generate sufficient cash to service our debt obligations, including our obligations under the notes.

Our and our subsidiaries’ ability to make payments on and to refinance our indebtedness, including the notes, will depend on our consolidated financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We and our subsidiaries may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes.

If our and our subsidiaries’ cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. We cannot assure you that we or the guarantors would be able to implement any of these alternatives on satisfactory terms or at all. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. The indenture governing the notes will restrict our and our subsidiaries’

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ability to, among other things, dispose of assets, use the proceeds from any disposition of assets and to refinance indebtedness. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due.

If we are unable to service our debt obligations from cash flows, we may need to refinance all or a portion of our debt obligations prior to maturity. Our ability to refinance or restructure our debt will depend upon the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. We may not be able to refinance any of our indebtedness on commercially reasonable terms or at all.

We have a substantial amount of indebtedness which could adversely affect our financial position and prevent us from fulfilling our obligations under the notes.

We have a substantial amount of indebtedness. At March 28, 2010, we and the guarantors collectively had approximately:

• $1.9 billion of total indebtedness;

• $1.0 billion of total secured indebtedness (including the notes but excluding approximately $238.2 million of revolving availability under the Amended and Restated Credit Agreement) and $53.1 million of undrawn letters of credit outstanding under the Amended and Restated Credit Agreement (which reduces our availability under the Amended and Restated Credit Agreement);

• $900 million of existing indebtedness that was effectively subordinated to the notes and the guarantees to the extent of the value of the collateral for the notes and the guarantees; and

In addition, at March 28, 2010, our non-guarantor subsidiaries had approximately $0.8 million of indebtedness and no other liabilities (excluding intercompany balances).

We may also incur significant additional indebtedness in the future. Our substantial indebtedness may:

• make it more difficult for us to satisfy our obligations with respect to the notes;

• increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

• require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• restrict us from exploiting business opportunities;

• make it more difficult to satisfy our financial obligations, including payments on the notes;

• place us at a competitive disadvantage compared to our competitors that have less debt and lease obligations; and

• limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes on satisfactory terms or at all.

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Covenants in the indenture governing the notes and our other debt agreements or agreements we may enter into in the future will restrict our business in many ways.

The indenture governing the notes and the Amended and Restated Credit Agreement contain various covenants that limit, subject to certain exceptions, our ability and/or our restricted subsidiaries’ ability to, among other things:

• incur or assume liens or additional debt or provide guarantees in respect of obligations of other persons;

• issue redeemable stock and preferred stock;

• pay dividends or make distributions on capital stock, repurchase, redeem or make payments on capital stock or prepay, repurchase, redeem, retire, defease, acquire or cancel any of the Company’s existing notes or debentures prior to the stated maturity thereof;

• make loans, investments or acquisitions;

• enter into agreements that restrict distributions from our subsidiaries;

• create or permit restrictions on the ability of our subsidiaries to pay dividends or make other distributions to us or to guarantee our debt, limit our or any of our subsidiaries’ ability to create liens, or that require the grant of a lien to secure an obligation if a lien is granted to secure another obligation;

• sell assets and capital stock of our subsidiaries;

• enter into certain transactions with affiliates;

• sell, transfer, license, lease or dispose of our or our subsidiaries’ assets; and

• dissolve, liquidate, consolidate or merge with or into, or sell substantially all the assets of us and our subsidiaries, taken as a whole, to, another person.

The restrictions contained in the Amended and Restated Credit Agreement and the indenture governing the notes could adversely affect our ability to:

• finance our operations;

• make needed capital expenditures;

• make strategic acquisitions or investments or enter into alliances;

• withstand a future downturn in our business or the economy in general;

• engage in business activities, including future opportunities, that may be in our interest; and

• plan for or react to market conditions or otherwise execute our business strategies.

A breach of any of these covenants could result in a default under the Amended and Restated Credit Agreement or the indenture governing the notes. Further, additional indebtedness that we incur in the future may subject us to further covenants. Our failure to comply with these covenants could result in a default under the agreements governing the relevant indebtedness. If a default under the indenture, the Amended and Restated Credit Agreement or any such debt agreement is not cured or waived, the default could result in the acceleration of debt under our debt agreements, including the indenture, the Amended and Restated Credit Agreement or any such debt agreement that contain cross-acceleration or cross-default provisions, which could require us to repurchase or repay debt prior to the date it is otherwise due and that could adversely affect our financial condition.

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Our ability to comply with covenants contained in the indenture, our Amended and Restated Credit Agreement or any other debt agreements to which we may become a party may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Even if we are able to comply with all of the applicable covenants, the restrictions on our ability to manage our business in our sole discretion could adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that we believe would be beneficial to us. In addition, our obligations under the notes and the Amended and Restated Credit Agreement are secured, subject to Permitted Liens, on a first-priority basis, and such security interests could be enforced in the event of default by the collateral agent for the Amended and Restated Credit Agreement.

We will need to repay our existing obligations and meet other obligations and the failure to do so could adversely affect our business.

We may not be able to generate sufficient cash internally to repay all of our indebtedness at maturity. As of March 28, 2010, we had approximately $1.9 billion of total indebtedness outstanding.

Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.

If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness, including the notes, on or before the maturity thereof, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our operations. In addition, we may not be able to effect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness, including the notes, will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments, including the indenture governing the notes offered hereby, may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations in respect of the notes.

We have a substantial amount of indebtedness coming due before the maturity date of the notes. As of March 28, 2010, we had $131.0 million in outstanding term loans and $53.1 million in face amount of letters of credit under the Amended and Restated Credit Agreement. Pursuant to the Amended and Restated Credit Agreement, the entire principal amount of the term loans of the lenders that agreed to extend the maturity date of loans in connection with the Amended and Restated Credit Agreement, of $93.4 million would mature on July 1, 2013 and the entire amount of the term loans of the lenders that did not agree to extend the maturity date of loans in connection with the Amended and Restated Credit Agreement, or the non-extending lenders, of $37.6 million would mature on June 27, 2011. In addition, the revolving loan commitments of non-extending lenders, in the amount of $42.2 million would terminate on June 27, 2011, which is the expiration date of the revolving credit facility under the original loan agreement. The remaining revolving loan commitments under the Amended and Restated Credit Agreement, in the amount of $196.0 million would terminate on July 1, 2013. As of March 28, 2010, in addition to the debt described

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above, we also had approximately $168.9 million of notes with an interest rate of 4.625% due in 2014 and approximately $345.6 million of notes with an interest rate of 5.750% due in 2017. In addition, we will be required to repay at maturity $18.1 million of aggregate principal amount of the 2011 Notes and $375,000 aggregate principal amount of the 2014 Notes. In addition to the debt that will become due prior to the maturity of the notes being offered hereunder, we have approximately $89.2 million of debentures with an interest rate of 7.150% due in 2027 and approximately $276.2 million of debentures with an interest rate of 6.875% due in 2029.

However, you should not assume that we will be able to refinance existing obligations or raise any required additional capital or to do so on favorable terms. Borrowing costs related to future capital raising activities may be significantly higher than our current borrowing costs, and we may not be able to raise additional capital on favorable terms, or at all, if unsettled conditions in financial markets continue to exist. We may be forced to cancel or scale back our business activities, and we may be unable to refinance our debt.

If we default on our obligations to pay our indebtedness, we or our subsidiaries may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, and the remedies sought by the holders of such indebtedness, could prevent us or our subsidiaries from paying principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we and our subsidiaries are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we or our subsidiaries otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in the indenture governing the notes offered hereby), we could be in default under the terms of the agreements governing such indebtedness, including the indenture governing the notes offered hereby. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, and we could be forced into bankruptcy or liquidation.

Under the terms of the indenture governing the notes we and our subsidiaries may be able to incur substantially more indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future including, as of March 28, 2010, the ability to draw up to approximately $185.1 million of additional revolving borrowings under the Amended and Restated Credit Agreement. The terms of the indenture limit, but do not prohibit, us and our subsidiaries from incurring additional indebtedness. If we or any of the guarantors incur any additional secured indebtedness that ranks equally with the notes and the guarantees, the holders of that indebtedness will be entitled to share ratably with the holders of the notes and the guarantees in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you. If new indebtedness is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

Claims of noteholders will be structurally subordinated to claims of creditors of our subsidiaries that do not guarantee the notes.

The notes will not be guaranteed by certain of our domestic subsidiaries or any non-U.S. subsidiaries that we may have in the future. Accordingly, claims of holders of the notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. The indenture governing the notes permits, subject to certain limitations, non-guarantor subsidiaries to incur indebtedness and does not contain any limitations on the amount of certain liabilities (such as trade payables) that may be incurred by them. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of these subsidiaries would be available for distribution, upon a liquidation, dissolution, reorganization, bankruptcy or similar proceeding, to us or a guarantor of the notes. In the event of the liquidation, dissolution, reorganization, bankruptcy or similar proceeding of the business of a subsidiary that is not a guarantor, creditors of that subsidiary would generally have the right to be paid in full before

17

any distribution is made to us, a guarantor or the holders of the notes. In any of these events, the assets of that subsidiary that are available to us may not be sufficient assets to pay amounts due on the notes. We do not currently have any non-guarantor subsidiaries with significant assets or liabilities.

The rights of holders of notes in the collateral may be adversely affected by the intercreditor agreement.

Under the terms of the intercreditor agreement by and among the collateral agent for the holders of notes, the collateral agent under the Amended and Restated Credit Agreement and the other parties from time to time thereto, the liens securing the obligations under the Amended and Restated Credit Agreement (including certain hedging obligations secured by the collateral securing the loans under the Amended and Restated Credit Agreement) on any assets of ours or the subsidiary guarantors (other than cash collateral for letters of credit thereunder) generally rank equally with the liens on such assets securing our and the subsidiary guarantors’ obligations under the notes and the guarantees. However, the intercreditor agreement provides that in the event any lien securing the notes ranks junior under applicable law to any other lien (other than the liens subject to the intercreditor agreement) or is unperfected, the effect of such defect will be borne solely by the particular party so effected by such impairment. Because the liens securing obligations under the Amended and Restated Credit Agreement were perfected before the liens securing the notes were perfected, it is possible that there may be liens that have been perfected after the liens securing the Amended and Restated Credit Agreement but prior to the liens securing the notes. In such event, under the terms of the intercreditor agreement, these intervening liens would be effectively junior to the liens securing the Amended and Restated Credit Agreement but effectively senior to the liens securing the notes and the effect of these intervening liens would be borne solely by the holders of notes.

Additionally, the intercreditor agreement generally permits each of the collateral agent for the holders of the notes, the collateral agent for the lenders under the Amended and Restated Credit Agreement and the collateral agent for any other holders of pari passu lien indebtedness to independently enforce their liens on the collateral (provided that distributions received on enforcement are applied as provided in the intercreditor agreement). It is possible that disputes may occur between the holders of the notes and lenders under our Amended and Restated Credit Agreement or other secured parties as to the appropriate manner of pursuing enforcement remedies with respect to the collateral which may delay enforcement of the collateral, result in litigation and/or result in enforcement actions against the collateral that are not approved by the holders of the notes. See “Description of notes—Intercreditor agreement.”

The imposition of certain permitted liens will cause the assets on which such liens are imposed to be excluded from the collateral securing the notes and the guarantees. There are also certain other categories of property that are excluded from the collateral.

The indenture permits liens in favor of third parties to secure additional debt, including purchase money indebtedness and capitalized lease obligations, and any assets subject to such liens will be automatically excluded from the collateral securing the notes and the guarantees to the extent the agreements governing such indebtedness prohibit additional liens. Our ability to incur purchase money indebtedness and capitalized lease obligations is subject to the limitations as described in “Description of notes.” In addition, certain categories of assets are excluded from the collateral securing the notes and the guarantees. See “Description of notes.” Excluded assets include, but are not limited to, among other things, land, buildings, machinery and equipment (“PP&E”), any leasehold interests and improvements with respect to PP&E, shares of stock of any of our subsidiaries and any indebtedness owed to such grantor by any of our subsidiaries, as well as the assets of our non-guarantor subsidiaries, and the proceeds from any of the foregoing. If an event of default occurs and the notes are accelerated, the notes and the guarantees will rank equally with the holders of other unsubordinated and unsecured indebtedness of the relevant entity with respect to such excluded property.

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Your right to receive proceeds from the sale of collateral securing the notes will be pari passu with the claims of lenders and counterparties under our Amended and Restated Credit Agreement and certain future indebtedness.

The loans under our Amended and Restated Credit Agreement and these notes are, and certain future indebtedness may be, secured on a pari passu basis by the same collateral, consisting of a first-priority perfected lien and security interest in, among other things, all of our and the guarantors’ assets which secure the Amended and Restated Credit Agreement, which include intangible assets, inventory, receivables and certain minority investments, but exclude PP&E, and any leasehold interests and improvements with respect to such PP&E which would be reflected on our consolidated balance sheet, shares of stock of any of our subsidiaries and any indebtedness owed to such grantor by our subsidiaries. As a result, holders of the notes will receive distributions from any foreclosure proceeds of any of our and the guarantors’ assets constituting collateral for the notes on a pro rata basis with the lenders under the Amended and Restated Credit Agreement and certain future indebtedness.

There may not be sufficient collateral to pay all or any portion of the notes and the collateral securing the notes may be reduced or released under certain circumstances.

The notes and the guarantees are secured by the collateral described in this prospectus (subject to certain exceptions and permitted liens), equally and ratably with the Amended and Restated Credit Agreement and certain future debt we may incur. No independent appraisals of any of the collateral have been prepared by or on behalf of us in connection with this offering. The book value of the collateral should not be relied on as a measure of realizable value for such assets. The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. By its nature, some or all of the collateral may be illiquid and may have no readily ascertainable market value. The value of the assets pledged as collateral for the notes could be impaired in the future as a result of changing economic conditions, competition or other future trends. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, we cannot assure you that the proceeds from any sale or liquidation of the collateral will be sufficient to pay our obligations under the notes, in full or at all. Also, we cannot assure you that the fair market value of the collateral securing the notes would be sufficient to pay any amounts due under the notes and other debt secured on a pari passu basis following their acceleration. If the proceeds of any sale of collateral allocable to the notes are not sufficient to repay all amounts due on the notes, the holders of the notes (to the extent not repaid from the proceeds of the sale of the collateral) would have only an unsecured claim against our and the guarantors’ remaining assets and in the context of a bankruptcy case by or against us, you may not be entitled to receive interest payments or reasonable fees, costs or charges due under the notes, and may be required to repay any such amounts already received by you. Any claim for the difference between the amount, if any, realized by holders of the notes from the sale of the collateral securing the notes and the obligations under the notes will rank equally in right of payment with all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables.

To the extent that third parties enjoy prior liens, such third parties may have rights and remedies with respect to the property subject to such liens that, if exercised, could adversely affect the value of the collateral. Additionally, the terms of the indenture governing the notes allow us to issue additional notes and other debt secured on a pari passu basis with the notes in certain circumstances. The indenture governing the notes does not require that we maintain the current level of collateral or maintain a specific ratio of indebtedness to asset values. Under the indenture governing the notes, any additional notes issued pursuant to the indenture will rank pari passu with the notes and be entitled to the same rights and priority with respect to the collateral. Thus, the issuance of additional notes pursuant to the indenture governing the notes may have the effect of significantly diluting your ability to recover payment in full from the then existing pool of collateral. Releases of collateral from the liens securing the notes are permitted under some circumstances.

In addition to the limitations described above, including those contained in the intercreditor agreement, the collateral agent’s ability to foreclose on the collateral on behalf of the holders of the notes may also be

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challenged on the basis of the collateral agent’s security interest not being perfected, the consent of third parties, contractual restrictions, priority issues (including any lien that has become senior to any lien securing any first lien obligations that are in excess of the senior obligations cap set forth in the intercreditor agreement), state law requirements and practical problems associated with the realization of the collateral agent’s security interest in the collateral securing the notes, including cure rights, foreclosing on the collateral within the time periods permitted by third parties or prescribed by laws, statutory rights of redemption and the effect of the order of foreclosure.

There are circumstances, other than repayment or discharge of the notes, under which the collateral securing the notes and guarantees will be released automatically, without your consent or the consent of the trustee.

Under various circumstances, all or a portion of the collateral with respect to the notes may be released, including:

• in whole or in part, as applicable, as to all or any portion of property subject to such liens which has been taken by eminent domain, condemnation or other similar circumstances;

• in whole upon:

(a) satisfaction and discharge of the indenture as set forth under “Description of notes— Satisfaction and discharge;”

(b) a legal defeasance or covenant defeasance of the indenture as described under “Description of notes—Legal defeasance and covenant defeasance;” or

(c) a suspension of covenants applicable to the notes upon achievement of an investment grade rating;

• in part, as to any property that (a) is sold, transferred or otherwise disposed of by us or any guarantor (other than to us or another guarantor) in a transaction not prohibited by the indenture at the time of such sale, transfer or disposition or (b) is owned or at any time acquired by a guarantor that has been released from its guarantee in accordance with the indenture, concurrently with the release of such guarantee (including in connection with the designation of a guarantor as an unrestricted subsidiary); and

• in part, in accordance with the applicable provisions of the collateral documents and as described herein with respect to the intercreditor agreement.

In addition, the guarantee (other than with us or another subsidiary guarantor) of a subsidiary guarantor will be released in connection with a sale or merger of such subsidiary guarantor in a transaction not prohibited by the indenture.

The indenture for the notes also permits us to designate one or more of our restricted subsidiaries that is a guarantor of the notes as an unrestricted subsidiary. If we designate a subsidiary guarantor as an unrestricted subsidiary, all of the liens on any collateral owned by such subsidiary or any of its subsidiaries and any guarantees of the notes by such subsidiary or any of its subsidiaries will be released under the indenture. Designation of an unrestricted subsidiary will reduce the aggregate value of the collateral securing the notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries. See “Description of notes—Subsidiary guarantees.”

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Holders of notes are subject to our credit risk, and any actual or anticipated changes to our credit ratings may adversely affect the market value of the notes.

Holders of notes are dependent on our ability to pay all amounts due on the notes on interest payment dates, redemption dates and at maturity and therefore are subject to our credit risk and to changes in the market’s view of our creditworthiness, including the credit ratings assigned to us and the notes by ratings agencies. On February 11, 2010, Standard & Poor’s upgraded its corporate credit rating on us to ‘B-’ from ‘CC’, with a stable rating outlook, and the ratings on our bonds and senior secured credit facility were upgraded from ‘C’ to ‘B-’ (including our 11.5% Senior Secured Notes due 2017). On February 11, 2010, Moody’s upgraded its corporate credit rating on us to ‘Caa1’ from ‘Caa2’, with a stable rating outlook, and the ratings on our unsecured bonds were upgraded from ‘Caa3’ to ‘Caa2’ and Moody’s issued a “B1” rating on our 11.5% Senior Secured Notes due 2017 and senior secured credit facility. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk will likely have an adverse affect on the market value of the notes.

Rights of holders of notes in the collateral may be adversely affected by bankruptcy proceedings.

The right of the collateral agent for the notes to repossess and dispose of the collateral securing the notes upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after the collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent for the notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents, or profits of the collateral, even though the debtor is in default under the applicable debt instruments; so long as the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of “adequate protection.”

Furthermore, if the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the notes, the holders of the notes would have “undersecured claims” as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest (including accretion of original issue discount), costs and attorneys’ fees for “undersecured claims” during the debtor’s bankruptcy case. Additionally, the trustee’s ability to foreclose on the collateral on your behalf may be subject to the consent of third parties, prior liens and practical problems associated with the realization of the trustee’s security interest in the collateral. Moreover, the debtor or trustee in a bankruptcy case may seek to void an alleged security interest in collateral for the benefit of the bankruptcy estate. It may successfully do so if the security interest is not properly perfected or was perfected within a specified period of time (generally, 90 days) prior to the initiation of such proceeding. Under such circumstances, a creditor may hold no security interest and be treated as holding a general unsecured claim in the bankruptcy case. It is impossible to predict what recovery (if any) would be available for such an unsecured claim if we or a guarantor became a debtor in a bankruptcy case. While U.S. bankruptcy law generally invalidates provisions restricting a debtor’s ability to assume and/or assign a contract, there are exceptions to this rule which could be applicable in the event that we become subject to a U.S. bankruptcy proceeding. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us, holders of the notes will only be entitled to post-petition interest under the U.S. Bankruptcy Code to the extent that the value of their security interest in the collateral is greater than their pre-bankruptcy claim. Holders of the notes that have a security interest in the collateral with a value equal or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the U.S. Bankruptcy Code.

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Under certain circumstances a court could cancel the notes or the related guarantees and the security interests that secure the notes and any guarantees under fraudulent conveyance laws.

Our issuance of the notes and the related guarantees may be subject to review under federal or state fraudulent transfer law. If we become a debtor in a case under the U.S. Bankruptcy Code or encounter other financial difficulty, a court might avoid (that is, cancel) our obligations under the notes. The court might do so if it found that, when we issued the notes, (a) we received less than reasonably equivalent value or fair consideration and (b) we either (1) were or were rendered insolvent, (2) were left with inadequate capital to conduct our business or (3) believed or reasonably should have believed that we would incur debts beyond our ability to pay. The court could also avoid the notes, without regard to factors (a) and (b), if it found that we issued the notes with actual intent to hinder, delay or defraud our creditors.

Similarly, if one of our guarantors becomes a debtor in a case under the U.S. Bankruptcy Code or encounters other financial difficulty, a court might cancel its guarantee if it finds that when such guarantor issued its guarantee (or in some jurisdictions, when payments became due under the guarantee), factors (a) and (b) above applied to such guarantor, such guarantor was a defendant in an action for money damages or had a judgment for money damages docketed against it (if, in either case, after final judgment the judgment is unsatisfied), or if it found that such guarantor issued its guarantee with actual intent to hinder, delay or defraud its creditors.

In addition, a court could avoid any payment by us or any guarantor pursuant to the notes or a guarantee or any realization on the pledge of assets securing the notes or the guarantees, and require the return of any payment or the return of any realized value to us or the guarantor, as the case may be, or to a fund for the benefit of the creditors of us or the guarantor. In addition, under the circumstances described above, a court could subordinate rather than avoid obligations under the notes, the guarantees or the pledges. If the court were to avoid any guarantee, we cannot assure you that funds would be available to pay the notes from another guarantor or from any other source.

The test for determining solvency for purposes of the foregoing will vary depending on the law of the jurisdiction being applied. In general, a court would consider an entity insolvent either if the sum of its existing debts exceeds the fair value of all of its property, or its assets’ present fair saleable value is less than the amount required to pay the probable liability on its existing debts as they become due. For this analysis, “debts” includes contingent and unliquidated debts.

The indenture governing the notes limits the liability of each guarantor on its guarantee to the maximum amount that such guarantor can incur without risk that its guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the notes in full when due.

If a court avoided our obligations under the notes and the obligations of all of the guarantors under their guarantees, you would cease to be our creditor or creditor of the guarantors and likely have no source from which to recover amounts due under the notes. Even if the guarantee of a guarantor is not avoided as a fraudulent transfer, a court may subordinate the guarantee to that guarantor’s other debt. In that event, the guarantees would be structurally subordinated to all of that guarantor’s other debt.

Rights of holders of notes in the collateral may be adversely affected by the failure to perfect liens on certain collateral.

The liens securing the notes cover certain of our and the guarantors’ assets, whether now owned or acquired or arising in the future, other than certain excluded assets. See “Description of notes—Security.” Applicable law requires that a security interest in tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens in the

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collateral securing the notes and guarantees may not be perfected with respect to the claims of notes if the collateral agent for the notes does not or is not able to take the actions necessary to perfect any of these liens. Applicable law requires that certain property and rights acquired after the grant of a general security interest or lien can only be perfected at the time such property and rights are acquired and identified. The trustee and the collateral agent for the notes have no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interests therein. There can be no assurance that the trustee or the collateral agent for the notes will monitor the future acquisition of property and rights that constitute collateral, or that the necessary action will be taken to properly or timely perfect the lien on such after-acquired collateral. Such failure may result in the loss of the practical benefits of the lien thereon or of the priority of the lien securing the notes.

Additionally, the indenture and the security documents entered into in connection with the notes do not require us to take a number of actions that might improve the perfection or priority of the liens of the collateral agent for the notes in the collateral. With very limited exceptions, such actions will be limited to (a) the filing of UCC-1 financing statements in our jurisdiction of incorporation and the jurisdictions of incorporation of the subsidiary guarantors and (b) the filing of U.S. intellectual property security agreements at closing (with periodic supplements thereafter) with respect to material U.S. registered intellectual property included in the collateral. As a result of these limitations, the security interest of the collateral agent for the notes in a portion of the collateral may not be perfected or enforceable (or may be subject to other liens) under applicable U.S. law or foreign law.

Any future pledge of collateral may be avoidable in bankruptcy.

Any future pledge of collateral in favor of the trustee or collateral agent for the notes, including pursuant to security documents delivered after the date of our indenture pertaining to the notes, may be avoidable by the pledgor (a debtor in possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if (a) the pledgor is insolvent at the time of the pledge, (b) the pledge permits the holders of the notes to receive a greater recovery than if the pledge had not been given and (c) a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period.

Because each guarantor’s liability under its guarantee may be reduced to zero, avoided or released under certain circumstances, you may not receive any payments from some or all of the guarantors.

Although you have the benefit of the guarantees of the guarantors, the obligations of each guarantor are limited to the maximum amount that such guarantor is permitted to guarantee under applicable law. As a result, a guarantor’s liability under its guarantee could be reduced to zero, depending on the amount of other obligations of such guarantor. Further, under the circumstances discussed more fully above, a court under Federal or state fraudulent conveyance and transfer statutes could void the obligations under a guarantee or further subordinate it to all other obligations of that guarantor. In addition, you will lose the benefit of a particular guarantee if it is released under certain circumstances described under “Description of notes—the guarantees.”

Upon a change of control, we may not have the funds necessary to finance the change of control offer required by the indenture governing the notes, which would violate the terms of the indenture.

Upon the occurrence of a change of control, holders of the notes will have the right to require us to purchase all or any part of the notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. The agreements governing indebtedness that we may incur in the future may contain similar provisions or provide that a change of control will be a default that permits the lenders to accelerate the maturity of the borrowings thereunder. We may not have sufficient financial resources available to satisfy all of obligations under the notes in the event of a change in control. Our failure to purchase the notes as required under the indenture would result in a default under the indenture which could have material adverse consequences for us and the holders of the notes. See “Description of notes—Change of control.”

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The provision relating to a change of control may make it more difficult for a potential acquirer to obtain control of us. In addition, some important corporate events, such as leveraged recapitalizations, that would increase the level of our debt may not constitute a change of control under the indenture.

Certain covenants contained in the indenture will not be applicable during any period in which the notes are rated investment grade.

The indenture governing the notes provides that certain covenants will not apply to us if the notes are rated investment grade by Standard & Poor’s and Moody’s and no default has otherwise occurred and is continuing under the indenture and so long as such notes retain an investment grade rating by both of these rating agencies. The covenants that would be suspended include, among others, limitations on our and our restricted subsidiaries’ ability to pay dividends, incur indebtedness, sell certain assets, make restricted payments and enter into certain other transactions. Any actions that we take while these covenants are not in force will be permitted even if the notes are subsequently downgraded below investment grade and such covenants are subsequently reinstated. There can be no assurance that the notes will ever be rated investment grade, or that if they are rated investment grade, the notes will maintain such ratings. See “Description of notes—Certain covenants—Effectiveness of covenants.”

Your ability to transfer the notes may be limited by the absence of an active trading market, and an active trading market may not develop for the notes.

The notes are a new issue of securities for which there is no established trading market. We do not intend to have the notes listed on a national securities exchange or to arrange for quotation on any automated dealer quotation systems. The initial purchasers have advised us that they intend to make a market in the notes and exchange notes, as permitted by applicable laws and regulations. However, the initial purchasers are not obligated to make a market in the notes or exchange notes, and they may discontinue their market-making activities at any time without notice. Therefore, we cannot assure you as to the development or liquidity of any trading market for the notes. The liquidity of any market for the notes will depend on a number of factors, including:

• the number of holders of notes;

• our operating performance and financial condition;

• the market for similar securities;

• the interest of securities dealers in making a market in the notes; and

• prevailing interest rates.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market, if any, for the notes may face similar disruptions that may adversely affect the prices at which you may sell your notes. For instance, an increase in market interest rates may lead potential purchasers of our securities to demand a higher annual yield, which could adversely affect the market price of the notes. Therefore, you may not be able to sell your notes at a particular time and the price that you receive when you sell may not be favorable.

Risks related to our business

We have significant competition in the market for news and advertising, which may reduce our advertising and circulation revenues in the future.

Our primary source of revenues is advertising, followed by circulation. In recent years, the advertising industry generally has experienced a secular shift toward internet advertising and away from other traditional media. In addition, our circulation has declined over the last two years, reflecting general trends

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in the newspaper industry including consumer migration toward the internet and other media for news and information. With the continued development of alternative forms of media technologies, we face increasing competition from other online sources for both advertising and circulation revenues. This competition has intensified as a result of the continued developments of digital media technologies. Distribution of news, entertainment and other information over the internet, as well as through mobile phones and other devices, continues to increase in popularity. These technological developments are increasing the number of media choices available to advertisers and audiences. As media audiences fragment, we expect advertisers to allocate larger portions of their advertising budgets to digital media. This increased competition has had and is expected to continue to have an adverse effect on our business and financial results, including negatively impacting revenues and operating income.

Weak general economic and business conditions subject us to risks of declines in advertising revenues.

The United States economy is undergoing an extended period of economic uncertainty, which has caused, among other things, a general tightening in the credit markets, limited access to the credit markets lower levels of liquidity, increases in the rates of default and bankruptcy, lower consumer and business spending, and lower consumer net worth. The resulting pressure on the labor and retail markets and the downturn in consumer confidence have weakened the economic climate in all of the markets in which we do business and have had and are expected to continue to have an adverse effect on our advertising revenues. Classified advertising revenues have continued to decline since late 2006 and advertising revenues declined across the board from 2008 through the first fiscal quarter of 2010. To the extent these economic conditions continue or worsen, our business and advertising revenues will be adversely affected, which could negatively impact our operations and cash flows and our ability to meet the covenants in its senior secured credit agreement. In addition, seasonal variations in consumer spending cause our quarterly advertising revenues to fluctuate. Second and fourth quarter advertising revenues are typically higher than first and third quarter advertising revenues, reflecting the slower economic activity in the winter and summer and the stronger fourth quarter holiday season. If general economic conditions and other factors cause a decline in revenues, particularly during the second or fourth quarters, we may not be able to grow or maintain our revenues for the year which would have an adverse effect on our business and financial results.

If management is unable to execute cost-control measures successfully, total operating costs may be greater than expected, which may adversely affect our profitability.

Given general economic and business conditions and our recent operating results, we have taken steps to lower operating costs by reducing workforce and implementing general cost-control measures. If we do not achieve our expected savings from these initiatives, or if operating costs increase as a result of these initiatives, total operating costs may be greater than anticipated. Although management believes that appropriate steps have been taken and are being taken to implement cost-control efforts, such efforts may affect our business and our ability to generate future revenue. Significant portions of our expenses are fixed costs that neither increase nor decrease proportionately with revenues. As a result, management is limited in its ability to reduce costs in the short term. If these cost-control efforts do not reduce costs sufficiently, income from continuing operations may continue to decline.

The collectability of accounts receivable under current adverse economic conditions could deteriorate to a greater extent than provided for in our financial statements.

Recessionary conditions in the U.S. have increased our exposure to losses resulting from the potential bankruptcy of our advertising customers. The recession could also impair the ability of those with whom we do business to satisfy their obligations to us even if they do not file for bankruptcy. As a result, our results of operations may continue to be adversely affected. Our accounts receivables are stated at net estimated realizable value and our allowance for doubtful accounts has been determined based on several factors, including the aging of accounts receivables and evaluation of significant individual credit risk accounts. If such collectability estimates prove inaccurate, adjustments to future operating results could occur.

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The economic downturn and the decline in the price of our publicly traded stock may result in goodwill and masthead impairment charges.

We recorded masthead impairment charges of $59.6 million in 2008 and $3.0 billion of goodwill and masthead impairment charges in 2007 reflecting the economic downturn and the decline in the price of our publicly traded common stock. Should general economic, market or business conditions continue to decline, and continue to have a negative impact on our stock price, we may be required to record additional impairment charges.

We have $1.9 billion in total consolidated debt, which subjects us to significant interest rate and credit risk.

As of March 28, 2010, we had approximately $1.9 billion in total principal indebtedness outstanding. This level of debt increases our vulnerability to general adverse economic and industry conditions. Debt service costs are subject to interest rate changes as well as any changes in our leverage ratio (ratio of debt to operating cash flow as defined in our existing senior secured credit agreement with the banks). Higher leverage ratios could increase the level of debt service costs and also affect our future ability to refinance maturing debt, or the ultimate structure of such refinancing. In addition, our credit ratings could affect our ability to refinance our debt. On February 11, 2010, Standard & Poor’s upgraded its corporate credit rating on us to ‘B-’ from ‘CC’, with a stable rating outlook, and the ratings on our bonds and senior secured credit facility were upgraded from ‘C’ to ‘B-’ (including our 11.5% Senior Secured Notes due 2017). On February 11, 2010, Moody’s upgraded its corporate credit rating on us to ‘Caa1’ from ‘Caa2’, with a stable rating outlook, and the ratings on our unsecured bonds were upgraded from ‘Caa3’ to ‘Caa2’ and Moody’s issued a “B1” rating on our 11.5% Senior Secured Notes due 2017 and senior secured credit facility.

Potential disruptions in the credit markets could adversely affect the availability and cost of short-term funds for liquidity requirements, and could adversely affect our access to capital or to obtain financing at reasonable rates and our ability to refinance existing debt at reasonable rates or at all.

If internal funds are not available from our operations, we may be required to rely on the banking and credit markets to meet our financial commitments and short-term liquidity needs. Disruptions in the capital and credit markets, as were experienced during 2008 and 2009, could adversely affect our ability to access additional funds in the capital markets or draw on our Amended and Restated Credit Facility. Although we believe that our operating cash flow and current access to capital and credit markets, including the proceeds from our recent notes offering and funds from our Amended and Restated Credit Facility, will give us the ability to meet our financial needs for the foreseeable future, there can be no assurance that continued or increased volatility and disruption in the capital and credit markets will not impair our liquidity. If this should happen, any alternative credit arrangements may not be put in place without a potentially significant increase in our cost of borrowing.

As of March 28, 2010, we had approximately $1.9 billion in total principal indebtedness, $875.0 million of which consisted of the notes that were issued on February 11, 2010 and $131.0 million of which consisted of borrowings under our Amended and Restated Credit Facility with the remainder in the form of unsecured publicly traded notes maturing in part in 2011, 2014, 2017, 2027 and 2029. While cash flow should permit us to lower the amount of this debt before it matures, a significant portion of this debt will probably need to be refinanced in the future. Access to the capital markets for longer-term financing is currently restricted due to the unprecedented and ongoing turmoil in the capital markets.

We require newsprint for operations and, therefore, our operating results may be adversely affected if the price of newsprint increases.

Newsprint is the major component of our cost of raw materials. Newsprint accounted for 8.7% of our operating expenses for the first fiscal quarter of 2010. Accordingly, earnings are sensitive to changes in newsprint prices. The price of newsprint has historically been volatile and may increase as a result of various factors, including:

• declining newsprint supply from mill closures;

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• reduction in newsprint suppliers because of consolidation in the newsprint industry; and

• a decline in the financial situation of newsprint suppliers.

We have not attempted to hedge fluctuations in the normal purchases of newsprint or enter into contracts with embedded derivatives for the purchase of newsprint. If the price of newsprint increases materially, operating results could be adversely affected. If newsprint suppliers experience labor unrest, transportation difficulties or other supply disruptions, our ability to produce and deliver newspapers could be impaired and/or the cost of the newsprint could increase, both of which would negatively affect our operating results.

A portion of our employees are members of unions and if we experiences labor unrest, our ability to produce and deliver newspapers could be impaired.

If we experience labor unrest, our ability to produce and deliver newspapers could be impaired in some locations. The results of future labor negotiations could harm our operating results. Our newspapers have not endured a labor strike for decades. However, management cannot ensure that a strike will not occur at one or more of our newspapers in the future. As of March 28, 2010, approximately 6.0% of full-time and part-time employees were represented by unions. Most of our union-represented employees are currently working under labor agreements, which expire at various times through 2012. We face collective bargaining upon the expirations of these labor agreements. Even if our newspapers do not suffer a labor strike, our operating results could be harmed if the results of labor negotiations restrict our ability to maximize the efficiency of our newspaper operations.

Under the Pension Protection Act (PPA), we will be required to make greater cash contributions to our defined benefit pension plans in the next several years than previously required, placing greater liquidity needs upon its operations.

The poor capital markets of 2008 that have affected all investments impacted the funds in our pension plans which had poor returns in 2008. However, strong returns in 2009 helped offset a portion of this impact, but, as a result of the plans’ lower assets, the projected benefit obligations of our qualified pension plans exceed plan assets by $500.0 million as of December 27, 2009. The excess of benefit obligations over pension assets is expected to give rise to an increase in required pension contributions over the next several years. The PPA funding rules are likely to require the net liability at the end of 2009 to be funded with tax deductible contributions between 2010 and 2015, with approximately $19.0 million coming due in 2010. Contributions in future years, while not yet known, are expected to be substantially higher than the 2010 amounts. While legislation has been enacted to give some relief in funding, and further related legislation may be forthcoming, the contributions will place additional strain on our liquidity needs.

We have invested in certain internet ventures, but such ventures may not be as successful as expected which could adversely affect our results of operations.

We continue to evaluate our business and make strategic investments in digital ventures, either alone or with partners, to further our growth in our online businesses. There can be no assurances that these investments or partnerships will result in growth in advertising or will produce equity income or capital gains in future years.

If we are not successful in growing our digital businesses, our financial condition and prospects will be adversely affected.

Our future growth depends to a significant degree upon the development of our digital businesses. The growth and success of our digital businesses over the long term depends on various factors, including, among other things the ability to:

• continue to increase online audiences;

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• attract advertisers to our web sites;

• maintain or increase the advertising rates on our web sites;

• exploit new and existing technologies to distinguish our products and services from those of our competitors and developing new content, products and services; and

• invest funds and resources in online opportunities.

If we are not successful in growing our digital businesses, our financial condition and prospects will be adversely affected.

Circulation declines could adversely affect our circulation and advertising revenues.

Advertising and circulation revenues are affected by circulation and readership levels of our newspapers. In recent years, newspapers have experienced difficulty maintaining or increasing print circulation levels because of a number of factors, including:

• increased competition from other publications and other forms of media technologies available in various markets, including the internet and other new media formats that are often free for users;

• continued fragmentation of media audiences;

• a growing preference among some consumers to receive all or a portion of their news other than from a newspaper;

• increases in subscription and newsstand rates; and

• declining discretionary spending by consumers affected by negative economic conditions.

These factors could also affect our newspapers’ ability to institute circulation price increases for print products. A prolonged reduction in circulation would have a material adverse effect on advertising revenues. To maintain our circulation base, we may be required to incur additional costs which we may not be able to recover through circulation and advertising revenues.

Adverse results from litigation or governmental investigations can impact our business practices and operating results.

From time to time, we and our subsidiaries are parties to litigation and regulatory, environmental and other proceedings with governmental authorities and administrative agencies. Adverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our operating results or financial condition as well as our ability to conduct our businesses as they are presently being conducted.

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Disclosure regarding forward looking statements

This prospectus and the documents incorporated by reference herein include forward-looking statements regarding the Company’s actual and expected financial performance and operations. These statements are based upon our current expectations and knowledge of factors impacting our business, including, without limitation, statements about our ability to consummate contemplated sales transactions for our assets or investments which may enable debt reduction on anticipated terms, our customers and the markets in which we operate, advertising revenues, the effect of revenues on the fair value of our reporting units, our impairment analyses and our evaluation of the factors pertinent thereto, the economy, our pension plans, including our assumptions regarding return on pension plan assets and assumed discount rates, newsprint costs, our restructuring plans, including projected costs and savings, amortization expense, stock option expenses, prepayment of debt, capital expenditures, litigation, sufficiency of capital resources, possible acquisitions and investments, and our future financial performance. Such statements are subject to risks, trends and uncertainties.

Forward-looking statements are generally preceded by, followed by or are a part of sentences that include the words “believes,” “expects,” “anticipates,” “estimates,” or similar expressions. For all of those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should understand that the following important factors, in addition to those discussed elsewhere in this document, particularly in the section entitled “Risk Factors” and in the documents which we incorporate by reference, could affect our future results and could cause those future results to differ materially from those expressed in our forward-looking statements: the duration and depth of the economic recession; we might not generate cash from operations, or otherwise, necessary to reduce debt or meet debt covenants as expected; we might not consummate contemplated transactions to enable debt reduction on anticipated terms or at all; we might not achieve our expense reduction targets or might do harm to its operations in attempting to achieve such targets; our operations have been, and will likely continue to be, adversely affected by competition, including competition from digital publishing and advertising platforms; increases in the cost of newsprint; bankruptcies or financial strain of our major advertising customers; litigation or any potential litigation; geo-political uncertainties including the risk of war; changes in printing and distribution costs from anticipated levels; changes in interest rates; changes in pension assets and liabilities; increased consolidation among major retailers in our markets or other events depressing the level of advertising; our inability to negotiate and obtain favorable terms under collective bargaining agreements with unions; competitive action by other companies; decreased circulation and diminished revenues from retail, classified and national advertising; and other factors, many of which are beyond our control.

All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus and any other cautionary statements that may accompany such forward-looking statements. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless the securities laws require us to do so.

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Use of proceeds

The exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private placement of the original notes. We will not receive any cash proceeds from the issuance of the exchange notes. The original notes that are surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. As a result, the issuance of the exchange notes will not result in any increase or decrease in our indebtedness.

The net proceeds from the offering and sale of the original notes in the initial private placement was approximately $837.3 million in the aggregate after deducting estimated offering fees, original issue discount and expenses. We used the net proceeds from the sale of the original notes to refinance indebtedness under our 7.125% Notes due June 1, 2011 and our 15.75% Senior Notes due 2014 and amounts under our original credit agreement.

The following table summarizes the sources and uses of funds from the initial private placement of the notes.

Sources of Funds:	Amount		Uses of Funds:	Amount
	(Dollars in thousands)
New senior secured notes(1)	$	875,000	2014 Notes Tender Offer(2)	$	32,200
			Repayment of revolving credit facility(3)		282,900
			Repayment of term loans(3)		290,765
			2011 Notes Tender Offer(4)		157,463
			Transaction fees and expenses(5)		41,417
			Cash (6)		70,255
Total sources of funds	$	875,000	Total uses of funds	$	875,000

(1) The principal amount of the notes offered is $875,000,000. This amount does not reflect original issue discount.

(2) We used funds from the revolving credit facility to fund the 2014 Notes Tender Offer immediately prior to the closing of the notes offering. Amounts reflect principal and interest due as well as premiums paid for the notes. Funds from the notes offering were then later be used to repay amounts previously borrowed under the revolving credit facility to fund the 2014 Notes Tender Offer.

(3) All repayments of amounts outstanding under our original credit agreement were made to lenders which agreed to extend the maturity of their loans.

(4) The net proceeds of the offering of the notes were used to fund the 2011 Notes Tender Offer. Amounts reflect principal and interest due as well as premiums paid for the notes.

(5) Fees and expenses include legal, accounting and consulting fees, discounts and commissions and other expenses related to the notes, including any original issue discount for the notes, as well as fees and expenses related to amending and restating our credit agreement.

(6) Cash was subsequently used to repay term debt under the Amended and Restated Credit Agreement.

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Selected historical consolidated financial information

The following selected historical consolidated financial and other data as of, and for the years ended, December 30, 2007, December 28, 2008 and December 27, 2009 have been derived from the audited consolidated financial statements of The McClatchy Company and its subsidiaries. The selected historical consolidated financial and other data for the years ended December 30, 2007, December 28, 2008 and December 27, 2009 and as of December 28, 2008 and December 27, 2009 has been derived from our audited financial statements provided elsewhere in this prospectus. The historical financial and other data as of December 30, 2007 has been derived from our audited financial statements that are not incorporated by reference and are not provided in this prospectus. The selected historical consolidated information and other data as of March 29, 2009 is derived from our unaudited financial statements, which are not incorporated by reference and are not provided in this prospectus. The selected historical consolidated financial information and other data for the three months ended March 29, 2009 and March 28, 2010 and as of March 28, 2010 are derived from our unaudited consolidated financial statements provided elsewhere in this prospectus. The information set forth below is not necessarily indicative or predictive of results of future operations and should be read in conjunction with the section of our Annual Report on Form 10-K for the fiscal year ended December 27, 2009 and our Quarterly Report on Form 10-Q for the three months ended March 28, 2010 entitled “Management’s discussion and analysis of financial condition and results of operations” and the consolidated financial statements and related notes thereto provided elsewhere in this prospectus.

	Year ended									Three Months ended
Summary consolidated income statement and other data (in thousands)	December 30, 2007			December 28, 2008			December 27, 2009			March 29, 2009			March 28, 2010
Revenues—net
Advertising	$	1,911,722		$	1,568,766		$	1,143,129		$	284,689		$	252,921
Circulation		275,658			265,584			278,256			68,480			69,686
Other		72,983			66,106			50,199			12,456			12,985
		2,260,363			1,900,456			1,471,584			365,625			335,565
Operating expenses
Compensation		911,964			822,771			582,241			183,308			137,636
Newsprint and Supplements		277,634			252,599			167,164			54,376			32,312
Depreciation and amortization		148,559			142,948			142,889			34,377			31,818
Other operating expenses		496,112			460,973			380,778			104,426			87,208
Goodwill and masthead impairment		2,992,046			59,563			—			—			—
		4,826,315			1,738,854			1,273,072			376,487			288,974
Operating income (loss)		(2,565,952	)		161,602			198,512			(10,862	)		46,591
Non-operating (expenses) income
Interest expense		(197,997	)		(157,385	)		(127,276	)		(33,921	)		(40,767	)
Interest income		243			1,429			47			31			27
Equity income (loss) in unconsolidated companies—net		(36,899	)		(14,021	)		2,130			(3,130	)		(954	)
Write-down of investments and land held for sale		(84,568	)		(26,462	)		(28,322	)		—			—
Gain on sale of SP Newsprint Company		—			34,417			208			—			—
Gain (loss) on extinguishment of debt		—			21,026			44,117			—			(7,492	)
Gain on non-operating items and other—net		1,982			1,479			(5	)		(101	)		9
		(317,239	)		(139,517	)		(109,101	)		(37,121	)		(49,177	)
Income (loss) from continuing operations before income taxes		(2,883,191	)		22,085			89,411			(47,983	)		(2,586	)
Income tax provision (benefit)		(156,582	)		19,278			29,147			(10,259	)		(628	)
Income (loss) from continuing operations		(2,726,609	)		2,807			60,264			(37,724	)		(1,958	)
Income (loss) from discontinued operations, net of income taxes		(9,404	)		(6,758	)		(6,174	)		209			4,161

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	Year ended								Three Months ended
Summary consolidated income statement and other data (in thousands)	December 30, 2007			December 28, 2008			December 27, 2009		March 29, 2009			March 28, 2010
Net income (loss)	$	(2,736,013	)	$	(3,951	)	$	54,090	$	(37,515	)	$	2,203
	As of
Summary consolidated balance sheet data (in thousands)	December 30, 2007			December 28, 2008			December 27, 2009		March 29, 2009			March 28, 2010
Total assets	$	4,137,919		$	3,522,206		$	3,302,899	$	3,438,270		$	3,242,554
Long-term debt		2,471,827			2,037,776			1,896,436		2,053,947			1,827,485
Total non-current liabilities		3,322,863			3,122,186			2,869,500		3,113,334			2,818,297
Stockholders’ equity		425,540			52,429			170,189		34,123			173,511

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The exchange offer

Purpose and effect of the exchange offer

On February 11, 2010, we sold $875.0 million in aggregate principal amount of the original notes in a private placement. The original notes were sold to the initial purchasers who in turn resold the notes to a limited number of “qualified institutional buyers,” as defined in Rule 144A promulgated under the Securities Act, and to non-U.S. persons in transactions outside the United States in reliance on Regulation S of the Securities Act. In connection with the sale of the original notes, we and J.P. Morgan Securities Inc., as representative of the initial purchasers, entered into a registration rights agreement. Under the registration rights agreement, we agreed to use our reasonable efforts to file a registration statement regarding the exchange of the original notes for the exchange notes which are registered under the Securities Act. We have also agreed to use our reasonable efforts to cause the registration statement to become effective with the Commission and to conduct this exchange offer. For a more detailed explanation of our obligations under the registration rights agreement, see the section entitled “Exchange offer and registration rights agreement.”

We are making the exchange offer to comply with our obligations under the registration rights agreement. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

In order to participate in the exchange offer, you must represent to us, among other things, that:

• you are acquiring the exchange notes in the exchange offer in the ordinary course of your business;

• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;

• you do not have any arrangement or understanding with any person to participate in the distribution of the exchange notes;

• you are not a broker-dealer tendering original notes acquired directly from us for your own account; and

• you are not one of our “affiliates,” as defined in Rule 405 of the Securities Act.

Resale of the exchange notes

Based on a previous interpretation by the Staff of the Commission set forth in no-action letters issued to third parties, including Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan Stanley & Co. Incorporated (available June 5, 1991), we believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the representations set forth in “—Purpose and effect of the exchange offer” apply to you.

If:

• you are one of our “affiliates,” as defined in Rule 405 of the Securities Act;

• you are a broker-dealer who acquired original notes in the initial private placement and not as a result of market-making activities or other trading activities; or

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• you acquire exchange notes in the exchange offer for the purpose of distributing or participating in the distribution of the exchange notes,

you cannot participate in the exchange offer or rely on the position of the Staff of the Commission contained in the no-action letters mentioned above and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available.

Each broker-dealer that receives exchange notes for its own account in exchange for original notes, which the broker-dealer acquired as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed for a period of not more than 180 days after consummation of the registered exchange offer to make available a prospectus meeting the requirements of the Securities Act to any participating broker-dealers for use in connection with any resale of any such exchange notes so acquired. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resales of exchange notes received in exchange for original notes which the broker-dealer acquired as a result of market-making or other trading activities. Any holder that is a broker-dealer participating in the exchange offer must notify the exchange agent at the telephone number set forth in the enclosed letter of transmittal and must comply with the procedures for broker-dealers participating in the exchange offer. We have not entered into any arrangement or understanding with any person to distribute the exchange notes to be received in the exchange offer. The exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of original notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of the particular jurisdiction.

Terms of the exchange offer

This prospectus and the accompanying letter of transmittal together constitute the exchange offer. Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept original notes for exchange which are properly tendered on or before the expiration date and are not withdrawn as permitted below. The expiration date for this exchange offer is 5:00 p.m., New York City time, on              , 2010, or such later date and time to which we, in our sole discretion, extend the exchange offer, subject to applicable law.

As of the date of this prospectus, $875.0 million in aggregate principal amount of the original notes are outstanding. This prospectus, together with the letter of transmittal, is being sent to all registered holders of the original notes on this date. There will be no fixed record date for determining registered holders of the original notes entitled to participate in the exchange offer. However, holders of the original notes must cause their original notes to be tendered by book-entry transfer or tender their certificates for the original notes before 5:00 p.m., New York City time, on the expiration date of the exchange offer in order to participate in the exchange offer.

The form and terms of the exchange notes being issued in the exchange offer are the same as the form and terms of the original notes except that:

• the exchange notes being issued in the exchange offer will have been registered under the Securities Act;

• the exchange notes being issued in the exchange offer will not bear the restrictive legends restricting their transfer under the Securities Act; and

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• the exchange notes being issued in the exchange offer will not contain the registration rights and special interest provisions contained in the original notes.

The exchange notes will evidence the same debt as the original notes and will be issued under the same indenture, so the exchange notes and the original notes will be treated as a single class of debt securities under the indenture. The original notes and the exchange notes will, however, have separate CUSIP numbers.

Outstanding notes being tendered in the exchange offer must be in denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes surrendered pursuant to the exchange offer.

The exchange offer is not conditioned upon any minimum aggregate principal amount of the original notes being tendered for exchange.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and applicable federal securities laws. Original notes that are not tendered for exchange under the exchange offer will remain outstanding and will be entitled to the rights under the indenture. Any original notes not tendered for exchange will not retain any rights under the registration rights agreement and will remain subject to transfer restrictions. See “—Consequences of failure to exchange outstanding securities.” You do not have any approval or dissenters’ rights under the indenture in connection with the exchange offer.

We will be deemed to have accepted validly tendered original notes when, as and if we will have given oral or written notice of our acceptance of the validly tendered original notes to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us. If any tendered original notes are not accepted for exchange because of an invalid tender or the occurrence of other events set forth in this prospectus or otherwise, certificates for any unaccepted original notes will be returned, or, in the case of original notes tendered by book-entry transfer, those unaccepted original notes will be credited to an account maintained with DTC, without expense to the tendering holder of those original notes, as promptly as practicable after the expiration date of the exchange offer. See “—Procedures for tendering.”

Those who tender original notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instruction in the letter of transmittal, transfer taxes with respect to the exchange under the exchange offer. We will pay all charges and expenses, other than applicable taxes described below, in connection with the exchange offer. See “—Fees and expenses.”

Expiration date; extensions, amendments

The expiration date is 5:00 p.m., New York City time on              , 2010, or such later date and time to which we, in our sole discretion, extend the exchange offer, subject to applicable law. In case of an extension of the expiration date of the exchange offer, we will issue a press release or other public announcement no later than 9:00 a.m. Eastern time, on the next business day after the previously scheduled expiration date. Such notification may state that we are extending this exchange offer for a specified period of time.

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Conditions to the completion of the exchange offer

We may not accept original notes for exchange and may terminate or not complete the exchange offer if:

• any action, proceeding or litigation seeking to enjoin, make illegal or delay completion of the exchange offer or otherwise relating in any manner to the exchange offer is instituted or threatened;

• any order, stay, judgment or decree is issued by any court, government, governmental authority or other regulatory or administrative authority and is in effect, or any statute, rule, regulation, governmental order or injunction shall have been proposed, enacted, enforced or deemed applicable to the exchange offer, any of which would or might restrain, prohibit or delay completion of the exchange offer;

• any of the following occurs and the adverse effect of such occurrence shall, in our reasonable judgment, be continuing:

• any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States;

• any extraordinary or material adverse change in U.S. financial markets generally, including, without limitation, a decline of at least 10% in either the Dow Jones Industrial Average, the NASDAQ Index or the Standard & Poor’s 500 Index from the date of commencement of the exchange offer;

• a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States;

• any limitation, whether or not mandatory, by any governmental entity on, or any other event that would reasonably be expected to adversely affect the extension of credit by banks or other lending institutions;

• a commencement of a war or other national or international calamity directly or indirectly involving the United States, which would reasonably be expected to affect materially or adversely, or to delay materially, the completion of the exchange offer; or

• if any of the situations described above existed at the time of commencement of the exchange offer and that situation deteriorates materially after commencement of the exchange offer;

• any tender or exchange offer, other than this exchange offer by us, with respect to some or all of our outstanding common stock or any merger, acquisition or other business combination proposal involving us shall have been proposed, announced or made by any person or entity;

• any event or events occur that have resulted or may result, in our reasonable judgment, in a material adverse change in our business or financial condition;

• as the term “group” is used in Section 13(d)(3) of the Exchange Act:

• any person, entity or group acquires more than 5% of our outstanding shares of common stock, other than a person, entity or group which had publicly disclosed such ownership with the Commission prior to the date of commencement of the exchange offer; or

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• any such person, entity or group which had publicly disclosed such ownership prior to such date shall acquire additional common stock constituting more than 2% of our outstanding shares; or

• any new group shall have formed that beneficially owns more than 5% of our outstanding shares of common stock that in our reasonable judgment in any such case, and regardless of the circumstances, makes it inadvisable to proceed with the exchange offer or with such acceptance for exchange of existing notes;

• any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939;

• any governmental approval or approval by holders of the original notes has not been obtained if we, in our reasonable judgment, deem this approval necessary for the consummation of the exchange offer; or

• there occurs a change in the current interpretation by the Staff of the Commission which permits the exchange notes to be issued in the exchange offer to be offered for resale, resold and otherwise transferred by the holders of the exchange notes, other than broker-dealers and any holder which is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes acquired in the exchange offer are acquired in the ordinary course of that holder’s business and that holder has no arrangement or understanding with any person to participate in the distribution of the exchange notes to be issued in the exchange offer.

If any of the above events occur, we may:

• terminate the exchange offer and promptly return all tendered original notes to tendering holders;

• complete and/or extend the exchange offer and, subject to your withdrawal rights, retain all tendered original notes until the extended exchange offer expires;

• amend the terms of the exchange offer; or

• waive any unsatisfied condition (other than those dependent upon receipt of necessary governmental approvals) and, subject to any requirement to extend the period of time during which the exchange offer is open, complete the exchange offer.

We may assert these conditions with respect to the exchange offer regardless of the circumstances giving rise to them. All conditions to the exchange offer, other than those dependent upon receipt of necessary government approvals, must be satisfied or waived by us before the expiration of the exchange offer. We may waive any condition (other than those dependent upon receipt of necessary governmental approvals) in whole or in part at any time prior to the expiration of the exchange offer in our discretion. Our failure to exercise our rights under any of the above circumstances does not represent a waiver of these rights. Each right is an ongoing right that may be asserted at any time prior to the expiration of the exchange offer. Any determination by us concerning the conditions described above will be final and binding upon all parties.

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If a waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that we will file with the Commission and, if required, distribute to the registered holders of the original notes, and we will extend the exchange offer for a period of five to ten business days, as required by applicable law, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during the five to ten business day period.

Procedures for tendering

To effectively tender original notes by book-entry transfer to the account maintained by the exchange agent at DTC, holders of original notes must request a DTC participant to, on their behalf, in lieu of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance through DTC’s Automated Tender Offer Program, or ATOP. DTC will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An “agent’s message” is a message transmitted by DTC to, and received by, the exchange agent and forming a part of the book-entry confirmation, as defined below, which states that DTC has received an express acknowledgment from the DTC participant tendering original notes on behalf of the holder of such original notes that such DTC participant has received and agrees to be bound by the terms and conditions of the exchange offer as set forth in this prospectus and the related letter of transmittal and that we may enforce such agreement against such participant. Timely confirmation of a book-entry transfer of the original notes into the exchange agent’s account at DTC, or a book-entry confirmation, pursuant to the book-entry transfer procedures described below, as well as an agent’s message pursuant to DTC’s ATOP system must be delivered to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer.

To effectively tender any original notes held in physical form, a holder of the original notes must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal, and mail or otherwise deliver such letter of transmittal or a facsimile thereof, together with the certificates representing such original notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

Holders of original notes whose certificates for original notes are not lost but are not immediately available or who cannot deliver their certificates and all other documents required by the letter of transmittal to the exchange agent on or prior to 5:00 p.m., New York City time, on the expiration date, or who cannot complete the procedures for book-entry transfer on or prior to 5:00 p.m., New York City time, on the expiration date, may tender their original notes according to the guaranteed delivery procedures set forth in “—Guaranteed delivery procedures” below.

The method of delivery of the letter of transmittal, any required signature guarantees, the original notes and all other required documents, including delivery of original notes through DTC, and transmission of an agent’s message through DTC’s ATOP system, is at the election and risk of the tendering holders, and the delivery will be deemed made only when actually received or confirmed by the exchange agent. If original notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the expiration date, as desired, to permit delivery to the exchange agent prior to 5:00 p.m. on the expiration date. Holders tendering original notes through DTC’s ATOP system must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on such respective date.

No original notes, agent’s messages, letters of transmittal or other required documents should be sent to us. Delivery of all original notes, agent’s messages, letters of transmittal and other documents must be made to the exchange agent. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

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The tender by a holder of original notes, including pursuant to the delivery of an agent’s message through DTC’s ATOP system, will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

Holders of original notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee who wish to tender must contact such registered holder promptly and instruct such registered holder how to act on such non-registered holder’s behalf.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act, each an “eligible institution”, unless the original notes tendered pursuant to the letter of transmittal or a notice of withdrawal are tendered:

• by a registered holder of original notes (which term, for purposes of the exchange offer, includes any participant in the DTC system whose name appears on a security position listing as the holder of such original notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

• for the account of an eligible institution.

If a letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such person should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with such letter of transmittal.

If the letter of transmittal is signed by a person other than the registered holder, the original notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the original notes.

All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered original notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all original notes not validly tendered or any original notes which, if accepted, would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular original notes. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within such time as we shall determine. Although we intend to notify you of defects or irregularities with respect to tenders of original notes, none of us, the exchange agent, or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of original notes, nor shall any of them incur any liability for failure to give such notification. Tenders of original notes will not be deemed to have been made until such irregularities have been cured or waived. Any original notes received by the exchange agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date of the exchange offer.

Although we have no present plan to acquire any original notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any original notes that are not tendered in the exchange offer, we reserve the right, in our sole discretion, to purchase or make offers for any original notes after the expiration date of the exchange offer, from time to time, through open market or privately negotiated transactions, one or more additional exchange or tender offers, or otherwise, as permitted by law, the indenture and our other debt agreements. Following consummation of this exchange offer, the terms of any such purchases or offers could differ materially from the terms of this exchange offer.

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By tendering, each holder will represent to us that, among other things:

• it is not an affiliate of ours;

• the person acquiring the exchange notes in the exchange offer is obtaining them in the ordinary course of its business, whether or not such person is the holder, and

• neither the holder nor such person is engaged in or intends to engage in or has any arrangement or understanding with any person to participate in the distribution of the exchange notes issued in the exchange offer.

If any holder or any such other person is an “affiliate,” as defined under Rule 405 of the Securities Act, of us, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of exchange notes to be acquired in the exchange offer, that holder or any such other person:

• may not participate in the exchange offer;

• may not rely on the applicable interpretations of the Staff of the Commission; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer who acquired its original notes as a result of market-making activities or other trading activities, and thereafter receives exchange notes issued for its own account in the exchange offer, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes issued in the exchange offer. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

Acceptance of original notes for exchange; delivery of exchange notes issued in the exchange offer

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered and will issue exchange notes registered under the Securities Act. For purposes of the exchange offer, we will be deemed to have accepted properly tendered original notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter. See “—Conditions to the exchange offer” for a discussion of the conditions that must be satisfied before we accept any original notes for exchange.

For each original note accepted for exchange, the holder will receive an exchange note registered under the Securities Act having a principal amount equal to that of the surrendered original note. The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes, or if no interest has been paid on the original notes, from February 11, 2010. As a result, registered holders of exchange notes issued in the exchange offer on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid on the original notes, from February 11, 2010. Original notes that we accept for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Holders of original notes accepted for exchange will not receive any payment of accrued interest on such original notes on any interest payment date if the relevant record date

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occurs on or after the closing date of the exchange offer. Under the registration rights agreement, we may be required to make additional payments in the form of additional interest to the holders of the original notes under certain circumstances relating to the timing of the exchange offer.

In all cases, we will issue exchange notes in the exchange offer for original notes that are accepted for exchange only after the exchange agent timely receives:

• certificates for such original notes or a book-entry confirmation of such original notes into the exchange agent’s account at DTC or certificates for such original notes;

• an agent’s message or a properly completed and duly executed letter of transmittal; and/or

• any other required documents.

If for any reason set forth in the terms and conditions of the exchange offer we do not accept any tendered original notes, or if a holder submits original notes for a greater principal amount than the holder desires to exchange or a holder withdraws original notes, we will return such unaccepted, non-exchanged or withdrawn original note without cost to the tendering holder. In the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC, such non-exchanged original notes will be credited to an account maintained with DTC. We will return the original notes or have them credited to the DTC account as promptly as practicable after the expiration or termination of the exchange offer.

Book-entry transfer

The exchange agent will establish an account with respect to the original notes at DTC for purposes of this exchange offer. Any financial institution that is a participant in DTC’s ATOP systems may use DTC’s ATOP procedures to tender original notes. Such participant may make a book-entry delivery of original notes by causing DTC to transfer such original notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. However, although delivery of original notes may be effected through a book-entry transfer at DTC, the letter of transmittal, or facsimile thereof, with any required signature guarantees, or an agent’s message pursuant to the ATOP procedures and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address set forth in this prospectus at or prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer, or the guaranteed delivery procedures described below must be complied with. Delivery of documents to DTC will not constitute valid delivery to the exchange agent.

Guaranteed delivery procedures

If your certificates for original notes are not lost but are not immediately available or you cannot deliver your certificates and any other required documents to the exchange agent at or prior to 5:00 p.m., New York City time, on the expiration date, or you cannot complete the procedures for book-entry transfer at or prior to 5:00 p.m., New York City time, on the expiration date, you may nevertheless effect a tender of your original notes if:

• the tender is made through an eligible institution;

• prior to the expiration date of the exchange offer, the exchange agent receives by facsimile transmission, mail or hand delivery from such eligible institution a validly completed and duly executed notice of guaranteed delivery, substantially in the form provided with this prospectus, or an agent’s message with respect to guaranteed delivery which:

• sets forth your name and address and the amount of your original notes tendered;

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• states that the tender is being made thereby; and

• guarantees that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

• the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal of tenders

Tenders of original notes may be properly withdrawn at any time prior 5:00 p.m., New York City time, on the expiration date of the exchange offer.

For a withdrawal of a tender to be effective, a written notice of withdrawal delivered by hand, overnight by courier or by mail, or a manually signed facsimile transmission, or a properly transmitted “Request Message” through DTC’s ATOP system, must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Any such notice of withdrawal must:

• specify the name of the person that tendered the original notes to be properly withdrawn;

• identify the original notes to be properly withdrawn, including certificate number or numbers and the principal amount of such original notes;

• in the case of original notes tendered by book-entry transfer, specify the number of the account at DTC from which the original notes were tendered and specify the name and number of the account at DTC to be credited with the properly withdrawn original notes and otherwise comply with the procedures of such facility;

• contain a statement that such holder is withdrawing its election to have such original notes exchanged for exchange notes;

• other than a notice transmitted through DTC’s ATOP system, be signed by the holder in the same manner as the original signature on the letter of transmittal by which such original notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of such original notes in the name of the person withdrawing the tender; and

• specify the name in which such original notes are registered, if different from the person who tendered such original notes.

All questions as to the validity, form, eligibility and time of receipt of such notice will be determined by us, and our determination shall be final and binding on all parties. Any original notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of this exchange offer. No exchange notes will be issued with respect to any withdrawn original notes unless the original notes so withdrawn are later tendered in a valid fashion. Any original notes that have been tendered for exchange but are not exchanged for any reason will be returned to the tendering holder thereof without cost to such holder, or, in the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described above, such original notes will be credited to

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an account maintained with DTC for the original notes as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be retendered by following the procedures described above at any time at or prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer.

Exchange agent

The Bank of New York Mellon Trust Company, N.A. has been appointed as exchange agent for this exchange offer. Letters of transmittal, agent’s message or Request Messages through DTC’s ATOP system, notices of guaranteed delivery and all correspondence in connection with this exchange offer should be sent or delivered by each holder of original notes or a beneficial owner’s broker, dealer, commercial bank, trust company or other nominee to the exchange agent at the following address:

The Bank of New York Mellon Trust Company, N.A.

c/o The Bank of New York Mellon

Reorganization

101 Barclay Street, 7 East

New York, New York 10286

Attn: David Mauer

Facsimile: (212) 298-1915

We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. Delivery or facsimile to a party other than the exchange agent will not constitute valid delivery.

Fees and expenses

The expenses of soliciting tenders pursuant to this exchange offer will be paid by us.

Except as described above, we will not make any payments to brokers, dealers or other persons soliciting acceptances of this exchange offer. We will, however, pay the reasonable and customary fees and out-of-pocket expenses of the exchange agent, the trustee, and legal, accounting, and related fees and expenses. We may also pay brokerage houses and other custodians, nominees and fiduciaries their reasonable out-of-pocket expenses incurred in forwarding copies of this prospectus and related documents to the beneficial owners of the original notes, and in handling or forwarding tenders for exchange.

We will also pay all transfer taxes, if any, applicable to the exchange of original notes pursuant to this exchange offer. If, however, original notes are to be issued for principal amounts not tendered or accepted for exchange in the name of any person other than the registered holder of the original notes tendered or if tendered original notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of original notes pursuant to this exchange offer, then the amount of any such transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the consent and letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

The estimated cash expenses to be incurred in connection with the exchange offer are estimated in the aggregate to be approximately $320,000. These expenses include registration fees, fees and expenses of the exchange agent, accounting and legal fees, and printing costs, among other expenses.

Accounting treatment

We will record the exchange notes at the same carrying value as the original notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as the terms of the exchange notes are substantially identical to the terms of the original notes. The expenses of the exchange offer will be amortized over the term of the exchange notes.

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Consequences of failure to exchange outstanding securities

Holders who desire to tender their original notes in exchange for exchange notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor us is under any duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange.

Original notes that are not tendered or are tendered but not accepted will, following the completion of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the original notes and the existing restrictions on transfer set forth in the legend on the original notes set forth in the indenture for the notes. Except in limited circumstances with respect to specific types of holders of original notes, we will have no further obligation to provide for the registration under the Securities Act of such original notes. In general, original notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

We do not currently anticipate that we will take any action to register the original notes under the Securities Act or under any state securities laws other than pursuant to this registration statement. Upon completion of the exchange offer, holders of the original notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances.

Holders of the exchange notes issued in the exchange offer and any original notes which remain outstanding after completion of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

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Description of our other material indebtedness

Amended and Restated Credit Agreement

The Company is party to a credit agreement, dated as of June 27, 2006 (as amended through May 20, 2009, the “original credit agreement”), which provides for a five-year revolving credit facility and term loans. On January 26, 2010, the Company entered into an amendment to its original credit agreement that became effective on February 11, 2010, immediately prior to the closing of the offering of original notes. We refer to the original credit agreement as amended and restated in its entirety as the Amended and Restated Credit Agreement or Credit Agreement in the prospectus. As of March 28, 2010, the Amended and Restated Credit Agreement provides for a $131.0 million term loan and a $238.2 million revolving credit facility, including a $100 million letter of credit sub-facility, and extended the term of certain of the credit commitments to July 1, 2013. In connection with the Amended and Restated Credit Agreement, certain of the lenders did not extend the maturity of their commitments from the original maturity date of June 27, 2011. Non-extended term loans equaling $37.6 million will mature on June 27, 2011 as will revolving loan commitments equal to $42.2 million. The remaining term loans and revolving loan commitments under the Amended and Restated Credit Agreement will mature on July 1, 2013.

The Amended and Restated Credit Agreement requires the Company to prepay loans with the net cash proceeds received from (i) the sale of certain real property of the Company located in Miami, Florida, (ii) the disposition of any other assets of the Company or any of its subsidiaries, subject to certain exceptions, and (iii) the issuance by the Company or its subsidiaries of equity interests or indebtedness, subject to certain exceptions. The Company is also required to repay loans with its excess cash flow, which is measured on an annual basis.

The Company’s obligations under the Amended and Restated Credit Agreement are guaranteed by the Company’s domestic subsidiaries, subject to certain exceptions. The Company’s obligations under the Amended and Restated Credit Agreement are secured by a first-priority security interest in certain assets of the Company and the guarantors, which include intangible assets, inventory, receivables and certain minority investments, but exclude any land, buildings, machinery and equipment (“PP&E”), and any leasehold interests and improvements with respect to such PP&E that would be reflected on a consolidated balance sheet of Company and its subsidiaries, shares of stock of any Subsidiary of the Company and any indebtedness owed to such grantor by a subsidiary of the Company.

Loans under the Amended and Restated Credit Agreement bear interest, at the Company’s option, at either the London Interbank Offered Rate (but not lower than 3.0%) plus a spread ranging from 425 basis points to 575 basis points, or at a base rate plus a spread ranging from 325 basis points to 475 basis points, in each case based upon the Company’s consolidated total leverage ratio. The Amended and Restated Credit Agreement provides for a commitment fee payable on the unused revolving credit ranging from 50 basis points to 75 basis points, based upon the Company’s consolidated total leverage ratio.

The Amended and Restated Credit Agreement contains affirmative covenants binding on the Company and its subsidiaries, including delivery of financial statements and certain other certificates and notices, payment of liabilities and obligations, maintenance of existence, maintenance of insurance, maintenance of properties and compliance with laws. The Amended and Restated Credit Agreement contains negative covenants restricting the ability of the Company and its subsidiaries to, among other things, grant liens, incur indebtedness, dispose of assets, make restricted payments, engage in transactions with affiliates and make investments, in each case subject to certain exceptions.

The financial covenants under the Amended and Restated Credit Agreement require the Company to comply with a maximum consolidated total leverage ratio and a minimum consolidated interest coverage ratio, each measured quarterly. The Company will be required to maintain a consolidated total leverage ratio of not more than 6.75 to 1, which ratio decreases to 6.0 to 1 over the term of the Amended and Restated Credit Agreement. The Company also is required to maintain a consolidated interest coverage ratio of at least 1.5 to 1, which ratio increases up to 1.7 to 1 over the term of the Amended and Restated Credit Agreement.

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The Amended and Restated Credit Agreement contains customary events of default, including the failure to pay principal when due or interest within three business days after the date due, failure to comply with covenants in the Amended and Restated Credit Agreement and related loan documents (subject to grace periods in certain instances), breach of representations and warranties, cross defaults with certain indebtedness, insolvency or bankruptcy events involving the Company, any guarantor or any material subsidiary of the Company, judgment defaults, the occurrence of certain ERISA events, and a change of control of the Company. Upon the occurrence and continuance of an event of default, the lenders may terminate their revolving loan commitments, require cash collateralization or similar arrangements for outstanding letters of credit and declare all amounts under the Amended and Restated Credit Agreement and related loan documents immediately due and payable. The revolving loan commitments shall automatically terminate, and all amounts outstanding under the Amended and Restated Credit Agreement shall automatically become immediately due and payable, upon the occurrence of an event of default arising from insolvency or bankruptcy events involving the Company, any guarantor or any material subsidiary of the Company.

Other debt

As of March 28, 2010, in addition to the debt described above, the Company had approximately $18.1 million of 2011 Notes with an interest rate of 7.125% due in 2011, approximately $375,000 of 2014 Notes with an interest rate of 15.75% due in 2014, approximately $168.9 million of notes with an interest rate of 4.625% due in 2014, approximately $346.6 million of notes with an interest rate of 5.750% due in 2017, approximately $89.2 million of notes with an interest rate of 7.150% due in 2027 and approximately $276.2 million of notes with an interest rate of 6.875% due in 2029 (collectively, the “Existing Public Bonds”). The Company has agreed, pursuant to the indentures governing the Existing Public Bonds, that it will not, nor will it permit any Subsidiary to, issue, assume or guarantee any debt secured by a security interest upon any Principal Property (as defined below) of the Company or certain subsidiaries or upon any shares of stock or indebtedness of any such subsidiary without granting a security interest to secure the Existing Public Bonds equally and ratably with, or prior to, such debt or guarantee. “Principal Property” includes any land, buildings, machinery and equipment, and leasehold interests and improvements in respect of the foregoing, which would be reflected on a consolidated balance sheet of the Company and its subsidiaries, excluding property located outside the United States of America and excluding any such property which is not material to the Company and its subsidiaries.

Scheduled debt payments

The following table presents the approximate annual maturities of debt, based upon the Company’s required payments, for the next five years and thereafter (in thousands), as of March 28, 2010:

Year	Payments(1)
2011	$	55,847
2012		59
2013		93,451
2014		169,343
2015		—
Thereafter		1,587,056
Total debt	$	1,905,756

(1) Includes future interest to be paid on $375,000 aggregate principal amount of 15.75% notes due in July 2014.

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Description of notes

The Company issued the notes under the indenture (the “Indenture”) among itself, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The terms of the notes include those expressly set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The issuance of original notes was limited to $875.0 million. Following the Issue Date, additional notes may be issued under the Indenture from time to time in an unlimited amount (“additional notes”), subject to compliance with the restrictions set forth under “—Certain covenants—Limitation on indebtedness” and “—Certain covenants—Limitation on liens.” Any additional notes will be part of the same series as the notes offered hereby and will vote on all matters as a single series with the notes offered in this offering. The additional notes may be issued only if the additional notes are fungible with the notes for U.S. federal income tax purposes. All references to the notes include additional notes. In addition, we are permitted to issue under the Indenture the exchange notes issued hereby pursuant to the Registration Rights Agreement referred to under the heading “Exchange offer and registration rights agreement” and replacement notes issued in exchange for notes that are lost, stolen, destroyed or redeemed or repurchased in part.

This description of notes is intended to be a useful overview of the material provisions of the notes, the Indenture, the Collateral Documents and the Intercreditor Agreement. Since this description of notes is only a summary, you should refer to the Indenture, the Collateral Documents and the Intercreditor Agreement for a complete description of the obligations of the Company and your rights. The Company has filed the Indenture, the Collateral Documents and the Intercreditor Agreement as exhibits to the registration statement of which this prospectus forms a part, and copies of these documents are also available to the Holders and to prospective investors upon request.

You will find the definitions of capitalized terms used in this description under the heading “—Certain definitions.” For purposes of this description, references to the “Company,” “we,” “our” and “us” refer only to The McClatchy Company and not to its subsidiaries. Certain defined terms used in this description but not defined herein have the meanings assigned to them in the Indenture.

General

The notes

The notes:

• are senior secured obligations of the Company;

• are secured, subject to Permitted Liens, on a first-priority basis, equally and ratably with all obligations of the Company and the Subsidiary Guarantors under any Pari Passu Lien Indebtedness (including obligations under the Credit Facility) to the extent set forth below under “—Security”;

• rank equally in right of payment to any existing and future senior Indebtedness of the Company and senior in right of payment to any existing and future subordinated Indebtedness of the Company;

• are structurally subordinated to obligations of subsidiaries of the Company that are not Subsidiary Guarantors;

• are effectively senior to all of the Company’s existing and future unsecured Indebtedness to the extent of the value of the Collateral;

• are unconditionally guaranteed on a senior secured basis by each Subsidiary of the Company that guarantees the indebtedness under the Credit Facility, as further described below under “—The subsidiary guarantees”;

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• mature on February 15, 2017; and

• were issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

As of March 28, 2010:

• the Company and the Subsidiary Guarantors had approximately $1.9 billion of total Indebtedness;

• the Company and the Subsidiary Guarantors had approximately $1.0 billion of total secured indebtedness (including the notes but excluding approximately $238.2 million of revolving availability under the Credit Facility) and $53.1 million of undrawn letters of credit outstanding under the Credit Facility (which reduces its availability under the Credit Facility);

• the Company and the Subsidiary Guarantors had approximately $900 million of existing Indebtedness that was effectively subordinated to the notes and the Subsidiary Guarantees to the extent of the value of the collateral for the notes and the Subsidiary Guarantees; and

• the Non-Guarantor Subsidiaries had approximately $0.8 million of Indebtedness and no other liabilities (excluding intercompany balances).

The subsidiary guarantees

The Subsidiary Guarantees:

• are senior obligations of the Subsidiary Guarantors;

• are secured, subject to Permitted Liens, on a first-priority basis, equally and ratably with all existing and future obligations of the Subsidiary Guarantors under any existing and future Pari Passu Lien Indebtedness to the extent set forth below under “—Security”;

• rank equally in right of payment with all existing and future senior Indebtedness of the Subsidiary Guarantors and senior in right of payment to any existing and future subordinated Indebtedness of the Subsidiary Guarantors; and

• are effectively senior to all of the Subsidiary Guarantors’ existing and future unsecured Indebtedness to the extent of the value of the Collateral.

Interest

Interest on the notes:

• accrues at the rate of 11.50% per annum; provided that the interest shall be increased by 2% per annum (i) on any overdue principal and (ii) if an Event of Default described in clause (7) under “—Events of default” occurs and is continuing;

• accrues from the date of original issuance or, if interest has already been paid, from the most recent interest payment date;

• is payable in cash semiannually in arrears on February 15 and August 15 (each an “Interest Payment Date”), commencing on August 15, 2010;

• is payable to Holders of record on the February 1 and August 1 immediately preceding the related Interest Payment Date; and

• is computed on the basis of a 360-day year comprised of twelve 30-day months.

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Notwithstanding the foregoing, if any such Interest Payment Date would otherwise be a day that is not a Business Day, then the interest payment will be postponed to the next succeeding Business Day. If the maturity date of the notes is a day that is not a Business Day, all payments to be made on such day will be made on the next succeeding Business Day, with the same force and effect as if made on the maturity date. In either of such cases, no additional interest will be payable as a result of such delay in payment.

Additional interest is payable with respect to the notes in certain circumstances if the Company does not consummate the exchange offer or shelf registration, as applicable, as provided in the Registration Rights Agreement and as further described under “Exchange offer; registration rights” in this prospectus.

Payments on the notes; paying agent and registrar

The Company will pay principal of, premium, if any, and interest on the notes, and notes may be exchanged or transferred, at the office or agency designated by the Company, except that the Company may, at its option, pay interest on the notes by check mailed to Holders of the notes at their registered addresses as they appear in the Registrar’s books. The Company has initially designated the corporate trust office of the Trustee (or an affiliate thereof) to act as its Paying Agent and Registrar. The Company may, however, change the Paying Agent or Registrar without prior notice to the Holders of the notes, and the Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar.

The Company will pay principal of, premium, if any, and interest on, notes in global form registered in the name of or held by The Depository Trust Company or its nominee in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered Holder of such global note.

Transfer and exchange

A Holder may transfer or exchange notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of the notes. No service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of notes, but the Company may require a Holder to pay a sum sufficient to cover any transfer tax or other governmental taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any note selected for redemption. Also, the Company is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

The registered Holder of a note will be treated as the owner of it for all purposes.

Mandatory redemption

The Company is not required to make any mandatory redemption or sinking fund payments with respect to the notes.

Optional redemption

Except as described below, the notes are not redeemable until February 15, 2013. On and after February 15, 2013, the Company may redeem all or, from time to time, a part of the notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount of the notes to be redeemed) plus accrued and unpaid interest on the notes, if any, and additional interest thereon, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on February 15 of the years indicated below:

Year	Percentage
2013	108.625	%
2014	105.750	%
2015	102.875	%
2016 and thereafter	100.000	%

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The Company may on any one or more occasions prior to February 15, 2013 redeem up to 35% of the original principal amount of the notes with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 111.50% of the principal amount thereof plus accrued and unpaid interest, if any, and additional interest thereon, if any, to, but excluding, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that

(1) at least 65% of the original principal amount of the notes remains outstanding after each such redemption; and

(2) the redemption occurs within 90 days after the closing of such Equity Offering.

In addition, at any time prior to February 15, 2013, the Company may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium, plus accrued and unpaid interest, if any, and additional interest thereon, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).

Redemption procedures

The Company shall provide notice of any optional redemption to the Holders at least 30 and not more than 60 days’ prior to the applicable redemption date mailed by first-class mail to each Holder’s registered address. Notwithstanding the foregoing, redemption notices may be mailed or otherwise provided more than 60 days prior to a redemption date if such notice is issued in connection with the discharge of the obligations of the Company and the Guarantors under the notes pursuant to the Company’s exercise of the defeasance or satisfaction and discharge provisions under the Indenture. Any notice of redemption upon any Equity Offering may be given prior to the completion of such Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

If a redemption date is on or after an interest record date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, and additional interest thereon, if any, will be paid to the Person in whose name the note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose notes will be subject to redemption by the Company.

In the case of any partial redemption, selection of the notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the notes are listed or, if the notes are not listed, then on as nearly a pro rata basis as possible (subject to such rounding as the Trustee may determine so that notes are redeemed in whole increments of $1,000 and no note of $2,000 in original principal amount or less will be redeemed in part). If any note is to be redeemed in part only, the notice of redemption relating to such note will state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note.

The Company may acquire notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws.

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Subsidiary guarantees

The Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed, on a senior secured basis, the Company’s obligations under the notes and the Indenture. Each Subsidiary Guarantee is secured on a first-priority basis, subject to Permitted Liens, together with all other Pari Passu Lien Indebtedness of the Subsidiary Guarantors, by the Collateral owned by such Subsidiary Guarantor to the extent set forth under “—Security.” The Restricted Subsidiaries that guarantee the Credit Facility initially guaranteed the notes. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee are limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. See “Risk factors—Risk related to the notes—Under certain circumstances a court could cancel the notes or the related guarantees and the security interests that secured the notes and any guarantees under fraudulent conveyance laws.”

Each Subsidiary Guarantee by a Subsidiary Guarantor provides by its terms that it will be automatically and unconditionally released and discharged upon:

(1)	(a)	any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Subsidiary Guarantor (including any sale, exchange or transfer), following which such Subsidiary Guarantor ceases to be a direct or indirect Subsidiary of the Company if such sale or disposition does not constitute an Asset Disposition or is made in compliance with the applicable provisions of the Indenture (see “—Certain covenants—Limitation on sale of assets and subsidiary stock” and “—Certain covenants—Merger or consolidation”);
	(b)	if such Subsidiary Guarantor is dissolved or liquidated in accordance with the provisions of the Indenture;
	(c)	the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or
	(d)	the exercise by the Company of its legal defeasance option or covenant defeasance option as described under “—Legal defeasance and covenant defeasance” or the discharge of the Company’s obligations under the Indenture in accordance with the terms of the Indenture; and
(2)	in the case of clause (1)(a) above only, the Company delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Security

Subject to the limitations described under “—Intercreditor agreement” below, the obligations of the Company with respect to the notes, the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees, and the performance of all other obligations of the Company and the Subsidiary Guarantors under the Indenture are secured equally and ratably with the obligations of the Company and the Subsidiary Guarantors under any other Pari Passu Lien Indebtedness (including obligations under the Credit Facility) by a first-priority security interest, subject to Permitted Liens, in the following assets of the Company and the Subsidiary Guarantors, in each case whether now owned or hereafter acquired (other than Excluded Property) (the “Collateral”):

(a) all accounts, chattel paper, deposit accounts, documents (as defined in the Uniform Commercial Code), general intangibles, instruments, inventory, investment property, letter of credit rights and any supporting obligations related to any of the foregoing;

(b) certain commercial tort claims;

(c) all books and records pertaining to collateral;

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(d) all property of the Company or any Subsidiary Guarantor held by any collateral agent for any class of Pari Passu Lien Indebtedness, including all property of every description, in the custody of or in transit to any such collateral agent for any purpose, including safekeeping, collection or pledge, for the account of the Company or such Subsidiary Guarantor or as to which the Company or such Subsidiary Guarantor may have any right or power, including but not limited to cash;

(e) all other goods and personal property of the Company or any Subsidiary Guarantor, whether tangible or intangible and wherever located; and

(f) to the extent not otherwise included, all proceeds of the foregoing.

“Excluded Property” means, collectively, (i) Capital Stock, or any securities convertible into or exchangeable for capital stock and all warrants, options and other rights to purchase, subscribe for or otherwise acquire capital stock (whether or not presently convertible, exchangeable or exercisable) of any Subsidiary of the Company, (ii) any Indebtedness owed to the Company or any Subsidiary Guarantor by any Subsidiary of the Company, (iii) any land, buildings, machinery, equipment, and leasehold interests and improvements in respect of the foregoing of the Company and its subsidiaries which would be reflected on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP, (iv) any permit or license or any contractual obligation entered into by the Company or any Subsidiary Guarantor (A) that prohibits or requires the consent of any Person other than the Company and its Affiliates which has not been obtained as a condition to the creation by the Company or the applicable Subsidiary Guarantor of a Lien on any right, title or interest in such permit, license or contractual obligation or (B) to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in clauses (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code or any other requirement of law, (v) property owned by any Grantor that is subject to a Lien permitted by clause (10) of the definition of “Permitted Liens” if the contractual obligation pursuant to which such Lien is granted (or in the document providing for such Capitalized Lease Obligation or Attributable Indebtedness) prohibits or requires the consent of any Person other than the Company and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such item of property, (vi) any “intent to use” trademark applications for which a statement of use has not been filed (but only until such statement is filed), (vii) cash collateral for letters of credit under the Credit Facility and (viii) any Capital Stock or other securities of any Affiliate of the Company in excess of the maximum amount of such Capital Stock or securities that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Affiliate to be included in filings by the Company with the SEC; provided, however, that “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).

The Collateral is pledged pursuant to a security agreement by and among the Company, the Subsidiary Guarantors and the Collateral Agent (the “Security Agreement”). For the avoidance of doubt, no assets of any Subsidiary that is not a Subsidiary Guarantor (including any Capital Stock owned by any such Subsidiary) shall constitute Collateral.

So long as no Event of Default has occurred and is continuing, and subject to certain terms and conditions, the Company and the Subsidiary Guarantors are entitled to remain in possession and retain exclusive control over the Collateral (other than as set forth in the Collateral Documents), to operate the Collateral, to alter or repair the Collateral and to collect, invest and dispose of any income thereon.

Use and release of collateral

Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have commenced enforcement of remedies under the Collateral Documents, the Company and the Subsidiary Guarantors will have the right to remain in possession and retain exclusive control of the Collateral, to freely operate the Collateral and to collect, invest and dispose of any income thereon.

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Release of collateral. The indenture provides that the Liens on the Collateral securing the Notes will automatically and without the need for any further action by any Person be released:

(1) in whole or in part, as applicable, as to all or any portion of property subject to such Liens which has been taken by eminent domain, condemnation or other similar circumstances;

(2) in whole upon:

(a) satisfaction and discharge of the Indenture as set forth below under “—Satisfaction and discharge”;

(b) a legal defeasance or covenant defeasance of the Indenture as described below under “—Legal defeasance and covenant defeasance”; or

(c) the occurrence of a Suspension Period;

(3) in part, as to any property that (a) is sold, transferred or otherwise disposed of by the Company or any Subsidiary Guarantor (other than to the Company or another Subsidiary Guarantor) in a transaction not prohibited by the Indenture at the time of such sale, transfer or disposition or (b) is owned or at any time acquired by a Subsidiary Guarantor that has been released from its Subsidiary Guarantee in accordance with the Indenture, concurrently with the release of such Subsidiary Guarantee (including in connection with the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary); and

(4) in part, in accordance with the applicable provisions of the Collateral Documents and as described below with respect to the Intercreditor Agreement.

Certain limitations on the collateral. The right of the Collateral Agent to take possession and dispose of the Collateral following an Event of Default is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy proceeding were to be commenced by or against the Company or the Subsidiary Guarantors prior to the Collateral Agent having taken possession and disposed of the Collateral. Under the U.S. Bankruptcy Code, a secured creditor is prohibited from taking its security from a debtor in a bankruptcy case, or from disposing of security taken from such debtor, without bankruptcy court approval. Moreover, the U.S. Bankruptcy Code permits the debtor in certain circumstances to continue to retain and to use collateral owned as of the date of the bankruptcy filing (and the proceeds, products, offspring, rents or profits of such Collateral) even though the debtor is in default under the applicable debt instruments provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the Collateral Agent could repossess or dispose of the Collateral, or whether or to what extent Holders would be compensated for any delay in payment or loss of value of the Collateral through the requirement of “adequate protection.”

Furthermore, in the event a U.S. bankruptcy court determines the value of the Collateral (after giving effect to any prior Liens) is not sufficient to repay all amounts due on the notes and any other Pari Passu Lien Indebtedness, the holders of the notes and such other Pari Passu Lien Indebtedness would hold secured claims to the extent of the value of the Collateral, and would hold unsecured claims with respect to any shortfall. Applicable U.S. bankruptcy laws permit the payment and/or accrual of post-petition interest, costs and attorneys’ fees during a debtor’s bankruptcy case only to the extent the claims are oversecured or the debtor is solvent at the time of reorganization. In addition, if the Company or the Subsidiary Guarantors were to become the subject of a bankruptcy case, the bankruptcy court, among other things, may avoid certain prepetition transfers made by the entity that is the subject of the bankruptcy filing, including, without limitation, transfers held to be preferences or fraudulent conveyances.

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The Company generally will not be required to take any actions to perfect the security interest of the Collateral Agent in the Collateral beyond the filing of UCC financing statements and filings with respect to material U.S. registered intellectual property. To the extent the Collateral Agent does not have a perfected security interest in any Collateral, the Collateral Agent’s security interest will not be enforceable against third parties.

Intercreditor agreement

On the Issue Date, the Collateral Agent and the collateral agent under the Credit Facility entered into an Intercreditor Agreement (the “Intercreditor Agreement”) that was acknowledged by the Company and the Subsidiary Guarantors. Following the Issue Date, additional collateral agents for the holders of other classes of Pari Passu Lien Indebtedness (other than the notes and the Credit Facility) may become party to the Intercreditor Agreement subject to compliance with certain procedural requirements in the Intercreditor Agreement. The notes and other obligations secured by the Liens in favor of the Collateral Agent, the obligations under the Credit Facility (and related hedging obligations) secured by Liens in favor of the collateral agent under the Credit Facility and the obligations in respect of any Pari Passu Lien Indebtedness secured by Liens in favor of any other collateral agent that becomes party to the Intercreditor Agreement are each referred to as a “class” of Pari Passu Lien Indebtedness in this section.

The Intercreditor Agreement provides that, notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any liens on any Collateral in which the Collateral Agent and one or more collateral agents for any class of Pari Passu Lien Indebtedness have perfected security interests (any such Collateral as to which the Collateral Agent and any other collateral agent has such a perfected security interest being referred to as “Shared Collateral”) the security interests of the Collateral Agent and each such other collateral agent in such Shared Collateral will rank equal in priority; provided that “Shared Collateral” shall not include any cash collateral granted to the collateral agent under the Credit Facility to “cash collateralize” obligations in respect of letters of credit issued and outstanding thereunder. With respect to each class of Pari Passu Lien Indebtedness, the collateral agent for such class shall bear the risk of:

• any determination by a court of competent jurisdiction that

– any Pari Passu Lien Indebtedness of such class is unenforceable under applicable law or is subordinated to any other obligations,

– such collateral agent does not have a valid and perfected lien on any of the Collateral securing any of the Pari Passu Lien Indebtedness of any other class and/or

– any third party (other than the Collateral Agent or any other collateral agent for any class of Pari Passu Lien Indebtedness, such third party is referred to herein, with respect to any Intervening Lien (as defined below) for the benefit of such third party, referred to herein as an “Intervening Creditor”) has a lien on any Shared Collateral that is senior in priority to the lien of such collateral agent, on such Shared Collateral, but junior to the lien on such Shared Collateral securing any other class of Pari Passu Lien Indebtedness (any such lien being referred to as an “Intervening Lien”),

• the existence of any Collateral securing Pari Passu Lien Indebtedness of any other class that is not Shared Collateral for such Collateral Agent,

(with any condition referred to in the immediately preceding clauses with respect to Pari Passu Lien Indebtedness of any class being referred to as an “Impairment” with respect to such class). In furtherance of the foregoing, in the event Pari Passu Lien Indebtedness of any class shall be subject to an Impairment in the form of an Intervening Lien, the value of any Shared Collateral or proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or proceeds to be distributed in respect of Pari Passu Lien Indebtedness of such class.

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If:

• an event of default under any document governing any Pari Passu Lien Indebtedness shall have occurred and be continuing and any of the Collateral Agent or the collateral agent for any other class of Pari Passu Lien Indebtedness or any secured party in respect of any class of Pari Passu Lien Indebtedness is taking action to enforce rights or exercise remedies in respect of any Shared Collateral,

• any distribution is made in respect of any Shared Collateral in any insolvency or liquidation proceeding of the Company or any Subsidiary Guarantor or

• the Collateral Agent, any other such collateral agent or any such secured party receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than the Intercreditor Agreement),

then the proceeds of any sale, collection or other liquidation of any Shared Collateral obtained by such Collateral Agent, any other such collateral agent or any such secured party in respect of any Pari Passu Lien Indebtedness on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent, any other such collateral agent or any such secured party in respect of any Pari Passu Lien Indebtedness, shall be applied as follows:

1. to (a) the payment of all amounts owing to such collateral agent (in its capacity as such) pursuant to the terms of any document related to the Pari Passu Lien Indebtedness, (b) in the case of any such enforcement of rights or exercise of remedies, to the payment of all costs and expenses incurred by such collateral agent or any of its related secured parties in respect of Pari Passu Lien Indebtedness in connection therewith and (c) in the case of any such payment pursuant to any such intercreditor agreement, to the payment of all costs and expenses incurred by such collateral agent or any of its related secured parties in enforcing its rights thereunder to obtain such payment,

2. to the payment in full of the Pari Passu Lien Indebtedness of each class secured by a valid and perfected lien on such Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such classes of Pari Passu Lien Indebtedness, ratably in accordance with the amounts of the Pari Passu Lien Indebtedness of each such class on the date of such application), and

3. after payment in full of all the Pari Passu Lien Indebtedness secured by such Shared Collateral, to the holders of junior liens on the Shared Collateral and thereafter, to the Company and the other Subsidiary Guarantors or their successors or assigns or as a court of competent jurisdiction may direct.

Nothing in the Intercreditor Agreement shall affect the ability of any of the Collateral Agent or any other collateral agent in respect of any other class of Pari Passu Lien Indebtedness or any of the secured parties in respect of any Pari Passu Lien Indebtedness

• to enforce any rights and exercise any remedies with respect to any Shared Collateral available under the documents related to such Pari Passu Lien Indebtedness or applicable law or

• to commence any action or proceeding with respect to such rights or remedies.

Notwithstanding the foregoing,

• each collateral agent and its related secured parties shall remain subject to, and bound by, all covenants or agreements made in the Intercreditor Agreement,

• each collateral agent has agreed, on behalf of itself and its related secured parties, that, prior to the commencement of any enforcement of rights or any exercise of remedies with respect to any

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Shared Collateral by such collateral agent or any of its related secured parties, such collateral agent or its related secured party, as the case may be, shall provide written notice thereof to each other collateral agent as far in advance of such commencement as reasonably practicable, and shall consult with each collateral agent on a regular basis in connection with such enforcement or exercise, and

• each collateral agent agrees, on behalf of itself and its related secured parties, that such collateral agent and its related secured parties shall cooperate in a commercially reasonable manner with each other collateral agent and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateral.

With respect to any Shared Collateral in which a Lien can be perfected by the possession or control of such Shared Collateral or of any deposit, securities or other account in which such Shared Collateral is held, then the applicable collateral agent in respect of Pari Passu Lien Indebtedness that holds or controls such Shared Collateral shall also hold such Shared Collateral as gratuitous bailee and sub-agent for each other collateral agent in respect of Pari Passu Lien Indebtedness; provided that, for the avoidance of doubt, the collateral agent under the Credit Facility shall not and shall not be deemed to hold cash collateral granted to secure obligations in respect of letters of credit issued and outstanding under the Credit Facility as gratuitous bailee or sub-agent for the collateral agent under any other Pari Passu Lien Indebtedness. Any such collateral agent that holds Shared Collateral as gratuitous bailee and sub-agent shall be entitled to deal with the applicable pledged or controlled Shared Collateral as if the liens thereon of the collateral agent or secured parties of any other class of Pari Passu Lien Indebtedness did not exist; provided that any proceeds arising from such pledged or controlled Shared Collateral shall be subject to the waterfall provisions set forth in the third paragraph of this section.

The Intercreditor Agreement provides that each collateral agent will have the sole right to exercise any remedies under any control agreement over a deposit account of securities account to which it is party, provided, that the proceeds of any such exercise of remedies will be subject to the terms of the Intercreditor Agreement.

The Intercreditor Agreement shall not limit the Company’s ability to amend or refinance the notes, indebtedness outstanding under the Credit Facility or other Pari Passu Lien Indebtedness (although the Company will remain subject to the restrictions contained in the Credit Facility, the Indenture and the documents governing any other Pari Passu Lien Indebtedness).

Change of Control

If a Change of Control occurs, unless the Company has exercised its right to redeem all of the notes as described under “—Optional redemption,” each Holder will have the right to require the Company to repurchase all or any part (in integral multiples of $1,000 except that no note may be tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s notes at a purchase price in cash equal to 101% of the principal amount of the notes plus accrued and unpaid interest, if any, and additional interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).

Within 30 days following any Change of Control, the Company will mail a notice (the “Change of Control Offer”) to each Holder at the address appearing in the security register, with a copy to the Trustee, stating:

(1) that a Change of Control Offer is being made and that such Holder has the right to require the Company to purchase such Holder’s notes at a purchase price in cash equal to 101% of the principal amount of such notes plus accrued and unpaid interest, if any, and additional interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date) (the “Change of Control Payment”);

(2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”);

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(3) the procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to have its notes repurchased;

(4) that any notes not tendered will continue to accrue interest in accordance with the terms of the Indenture;

(5) that, unless the Company defaults in the payment of the Change of Control Payment, all notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the notes delivered for purchase and a statement that such Holder is unconditionally withdrawing its election to have such notes purchased; and

(7) that Holders whose notes are being purchased only in part will be issued new notes equal in principal amount to the unpurchased portion of the notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes so tendered; and

(3) deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Company.

The paying agent will promptly mail to each Holder of notes so tendered the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or larger integral multiples of $1,000.

If the Change of Control Payment Date is on or after a record date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, and additional interest, if any, will be paid on the relevant Interest Payment Date to the Person in whose name a note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer.

The Change of Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption for all of the outstanding notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, plus accrued and unpaid interest to, but excluding, the proposed redemption date. Notwithstanding anything to the contrary herein, a Change of

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Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in the Indenture by virtue of the conflict.

The Change of Control provisions described above may deter certain mergers, tender offers and other takeover attempts involving the Company by increasing the capital required to effectuate such transactions. The definition of “Change of Control” includes a disposition of all or substantially all of the property and assets of the Company and its Restricted Subsidiaries taken as a whole to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the property or assets of a Person. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of notes may require the Company to make an offer to repurchase the notes as described above. Certain provisions under the Indenture relative to the Company’s obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the notes.

We may be unable to repurchase the notes upon a Change of Control because we may not have sufficient funds available or we may be prohibited from doing so by the terms of our other indebtedness. The Credit Facility does not currently permit us to repurchase the notes upon a Change of Control. In addition, a transaction constituting a Change of Control may also constitute an Event of Default under the Credit Facility or under future credit agreements or agreements relating to Indebtedness to which we become a party. If a Change of Control were to occur, we may seek to obtain a waiver under our Credit Facility or refinance the Indebtedness under our Credit Facility. However, no assurance can be provided that we would be successful in obtaining any such waiver or refinancing, and if we were not successful the amounts outstanding under our Credit Facility may be declared immediately due and payable. See “Risk factors—Risk factors related to the notes—Upon a Change of Control, we may not have the funds necessary to finance the change of control offer required by the indenture governing the notes, which might violate the terms of the indenture.”

Certain covenants

Effectiveness of covenants

Following the first day:

(a) the notes have an Investment Grade Rating from both of the Ratings Agencies; and

(b) no Default has occurred and is continuing under the Indenture;

the Company and its Restricted Subsidiaries will not be subject to the provisions of the Indenture summarized under the headings below:

• “—Certain covenants—Limitation on indebtedness,”

• “—Certain covenants—Limitation on restricted payments,”

• “—Certain covenants—Limitation on restrictions on distributions from restricted subsidiaries,”

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• “—Certain covenants—Limitation on sales of assets and subsidiary stock,”

• “—Certain covenants—Future subsidiary guarantors,”

• “—Certain covenants—Limitation on affiliate transactions” and

• clause (4) of “—Merger and consolidation”

(collectively, the “Suspended Covenants”). Additionally, upon the commencement of a Suspension Period, the amount of Excess Proceeds will be reset to zero. If at any time the notes’ credit rating is downgraded from an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the notes subsequently attain an Investment Grade Rating and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the notes maintain an Investment Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under the Indenture, the notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.”

On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (5) of the second paragraph of “—Certain covenants—Limitation on indebtedness.” Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under “—Certain covenants—Limitation on restricted payments” will be made as though the covenants described under “—Certain covenants—Limitation on restricted payments” had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of “—Certain covenants— Limitation on restricted payments” to the extent such Restricted Payments were not otherwise permitted to be made pursuant to clauses (1) through (17) of the second paragraph under “—Certain covenants—Limitation on Restricted Payments;” provided that the amount available to be made as Restricted Payments on the Reinstatement Date pursuant to the first paragraph shall not be reduced below zero solely as a result of such Restricted Payments under “—Certain covenants—Limitation on Restricted Payments.”

During any period when the Suspended Covenants are suspended, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to the Indenture.

Limitation on indebtedness

The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Company and the Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) if on the date thereof and, after giving effect thereto and the application of the proceeds thereof on a pro forma basis, the Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries would be no greater than 5.5 to 1.00; provided, further, that if any such indebtedness is incurred by a Subsidiary Guarantor, either (x) on the date thereof and, after giving effect thereto and the application of the proceeds thereof on a pro forma basis the Priority Leverage Ratio would be no greater than 3.25 to 1.00 or (y) such indebtedness constitutes Guarantor Subordinated Obligations.

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The first paragraph of this covenant will not prohibit the Incurrence of the following Indebtedness:

(1) Indebtedness of the Company evidenced by the notes (other than additional notes) and any notes issued in exchange for the notes pursuant to the Registration Rights Agreement and Indebtedness of Subsidiary Guarantors evidenced by the Subsidiary Guarantees relating to the notes (other than additional notes) and any Guarantee of any such exchange notes;

(2) Indebtedness Incurred pursuant to Debt Facilities in an aggregate principal amount not to exceed $525 million, at any time outstanding, less to the extent a permanent repayment or commitment reduction is required thereunder as a result of such application, the aggregate principal amount of all principal repayments following the Issue Date actually made under any Debt Facilities incurred in reliance on this clause (2) with Net Available Cash from Asset Dispositions;

(3) Guarantees by (x) the Company or a Subsidiary Guarantor (including any Restricted Subsidiary the Company elects to cause to become a Subsidiary Guarantor in connection therewith) of Indebtedness permitted to be Incurred by the Company or a Restricted Subsidiary in accordance with the provisions of the Indenture; provided that in the case of any Guarantee by a Subsidiary Guarantor pursuant to this clause (3), either (x) on the date such indebtedness is initially incurred by the Company or a Restricted Subsidiary and, after giving effect thereto and the application of the proceeds thereof on a pro forma basis the Priority Leverage Ratio would be no greater than 3.25 to 1.00 or (y) such Guarantee constitutes Guarantor Subordinated Obligations, and (y) Non-Guarantor Subsidiaries of Indebtedness Incurred by Non-Guarantor Subsidiaries in accordance with the provisions of the Indenture;

(4) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary; provided, however,

(a)	if the Company is the obligor on Indebtedness owing to a Non-Guarantor Subsidiary, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the notes;
(b)	if a Subsidiary Guarantor is the obligor on such Indebtedness and a Non-Guarantor Subsidiary is the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary Guarantor; and
(c)	(i)	any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and
	(ii)	any subsequent sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company;
	shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be;

(5) any Indebtedness (other than the Indebtedness described in clauses (1) and (2)) outstanding on the Issue Date, and any Refinancing Indebtedness Incurred in respect of any Indebtedness described in clause (1), this clause (5) or clause (6) or Incurred pursuant to the first paragraph of this covenant;

(6) Indebtedness of Persons Incurred and outstanding on the date on which such Person became a Restricted Subsidiary or was acquired by, or merged or consolidated with or into, the Company or any Restricted Subsidiary (other than Indebtedness Incurred in connection with, or in contemplation of, such acquisition, merger or consolidation); provided, however, that at the time such Person is acquired by, or merged or consolidated with, the Company or any Restricted Subsidiary and after giving effect to the Incurrence of such Indebtedness pursuant to this clause (6), either (i) the Company would have been able to incur $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant;

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(ii) the Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries would be less than or equal to such Consolidated Leverage Ratio immediately prior to such acquisition; or (iii) the aggregate principal amount of such Indebtedness at any time outstanding incurred pursuant to this clause (iii) (together with all Refinancing Indebtedness in respect of Indebtedness previously Incurred pursuant to this clause (iii)) shall not exceed $25.0 million;

(7) Indebtedness under Hedging Obligations; provided, however, that such Hedging Obligations are entered into to fix, manage or hedge interest rate, currency or commodity exposure of the Company or any Restricted Subsidiary and not for speculative purposes;

(8) Purchase Money Indebtedness in an aggregate principal amount not to exceed $50.0 million at any one time outstanding pursuant to this clause (8);

(9) Indebtedness Incurred by the Company or its Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid, surety, appeal and similar bonds and completion Guarantees (not for borrowed money) or security deposits, letters of credit, banker’s guarantees or banker’s acceptances, in each case in the ordinary course of business;

(10) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets of the Company or any business, assets or Capital Stock of a Subsidiary, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition, provided that

(a) the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition; and

(b) such Indebtedness is not reflected on the balance sheet of the Company or any of its Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (10));

(11) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument, including, but not limited to, electronic transfers, wire transfers and commercial card payments drawn against insufficient funds in the ordinary course of business (except in the form of committed or uncommitted lines of credit); provided, however, that such Indebtedness is extinguished within ten Business Days of Incurrence;

(12) Indebtedness Incurred by the Company or any Restricted Subsidiary in connection with (i) insurance premium financing arrangements not to exceed $10.0 million at any one time outstanding or (ii) take-or-pay obligations in supply agreements incurred in the ordinary course of business;

(13) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions Incurred in the ordinary course of business of the Company and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to provide treasury services or to manage cash balances of the Company and its Restricted Subsidiaries;

(14) guarantees to suppliers or licensors (other than guarantees of Indebtedness) in the ordinary course of business;

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(15) Indebtedness of the Company or any Restricted Subsidiary to the extent that the Net Proceeds thereof are promptly deposited to defease the notes as set forth below under the heading “—Legal defeasance and covenant defeasance”;

(16) Indebtedness of the Company or any Restricted Subsidiary consisting of Guarantees in respect of obligations of joint ventures; provided that the aggregate principal amount of the Indebtedness incurred pursuant to this clause (16) shall not exceed $20.0 million at any time outstanding; provided that in the case of any Guarantee by a Subsidiary Guarantor pursuant to this clause (16), either (x) on the date thereof and, after giving effect thereto and the application of the proceeds thereof on a pro forma basis the Priority Leverage Ratio would be no greater than 3.25 to 1.00 or (y) such Guarantee constitutes Guarantor Subordinated Obligations;

(17) Indebtedness of the Company or any Restricted Subsidiary Incurred in connection with any Sale/Leaseback Transaction, in an aggregate principal amount not to exceed $75.0 million at any time outstanding; and

(18) in addition to the items referred to in clauses (1) through (17) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (18) and then outstanding, will not exceed $75.0 million at any time outstanding; provided that in the case of any incurrence of indebtedness by a Subsidiary Guarantor pursuant to this clause (18), either (x) on the date thereof and, after giving effect thereto and the application of the proceeds thereof on a pro forma basis the Priority Leverage Ratio would be no greater than 3.25 to 1.00 or (y) such indebtedness constitutes Guarantor Subordinated Obligations.

For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this covenant:

(1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the second paragraph of this covenant or could be incurred pursuant to the first paragraph of this covenant, the Company, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) on the date of Incurrence and may later reclassify such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and only be required to include the amount and type of such Indebtedness once; provided that all Indebtedness outstanding on the Issue Date under the Credit Facility shall be deemed Incurred on the Issue Date under clause (2) of the second paragraph of this covenant and may not later be reclassified;

(2) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;

(3) if obligations in respect of letters of credit are Incurred pursuant to a Debt Facility and are being treated as Incurred pursuant to clause (2) of the second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included;

(4) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;

(5) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and

(6) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP.

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Accrual of interest, accrual of dividends, the accretion of accreted value or the amortization of debt discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount or the aggregate principal amount outstanding in the case of Indebtedness issued with interest payable-in-kind, (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness, (iii) in the case of the guarantee by a specified Person of Indebtedness of another Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation and (iv) in the case of Indebtedness of others guaranteed solely by means of a Lien on any asset or property of the Company or any Restricted Subsidiary (and not to their other assets or properties generally), the lesser of (x) the Fair Market Value of such asset or property on the date on which such Indebtedness is Incurred and (y) the amount of the Indebtedness so secured.

In addition, the Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under this “—Limitation on indebtedness” covenant, the Company shall be in Default of this covenant).

For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such Refinancing.

Limitation on restricted payments

The Company will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to:

(1) declare or pay any dividend or make any distribution (whether made in cash, securities or other property) on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) other than:

(a) dividends or distributions payable solely in Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Company; and

(b) dividends or distributions by a Restricted Subsidiary payable to the Company or another Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly Owned Subsidiary, to its other holders of common Capital Stock on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted Subsidiary of dividends or distributions of a greater value than it would receive on a pro rata basis);

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(2) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than the Company or a Restricted Subsidiary (other than in exchange for Capital Stock of the Company (other than Disqualified Stock));

(3) make any principal payment on, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations, Guarantor Subordinated Obligations or Existing Notes other than the purchase, repurchase, redemption, defeasance or other acquisition of such Subordinated Obligations, Guarantor Subordinated Obligations or Existing Notes, as the case may be, in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or acquisition; or

(4) make any Restricted Investment (all such payments and other actions referred to in clauses (1) through (4) (other than any exception thereto) shall be referred to as a “Restricted Payment”), unless, at the time of and after giving effect to such Restricted Payment:

(a) no Default shall have occurred and be continuing (or would result therefrom);

(b) immediately after giving effect to such transaction on a pro forma basis, the Company is able to Incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the “—Limitation on indebtedness” covenant; and

(c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date (excluding Restricted Payments made pursuant to clauses (1), (2), (3), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15), (16) and (17) of the next succeeding paragraph) would not exceed the sum of, without duplication:

(i) the excess of (A) the Company’s cumulative Consolidated EBITDA (whether positive or negative) determined at the time of such Restricted Payment minus (A) 140% of the Company’s Consolidated Interest Expense, each determined for the period (taken as one accounting period) from the first day of the fiscal quarter in which the Issue Date occurs to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment;

(ii) 100% of the aggregate Net Cash Proceeds and the Fair Market Value of marketable securities or other property received by the Company or a Restricted Subsidiary from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date, other than:

(A) Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or to an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination; and

(B) Net Cash Proceeds received by the Company from the issue and sale of its Capital Stock to the extent applied to redeem notes in compliance with the provisions set forth under the second paragraph of the caption “—Optional redemption”;

(iii) the amount by which Indebtedness of the Company and its Restricted Subsidiaries is reduced on the Company’s consolidated balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company or its Restricted Subsidiaries for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Company upon such conversion or exchange);

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(iv) 100% of the Net Cash Proceeds and the Fair Market Value of property other than cash and marketable securities from the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made after the Issue Date and redemptions and repurchases of such Restricted Investments from the Company or its Restricted Subsidiaries and repayment of Restricted Investments in the form of loans or advances from the Company and its Restricted Subsidiaries and releases of Guarantees that constitute Restricted Investments by the Company and its Restricted Subsidiaries (other than in each case to the extent the Restricted Investment was made pursuant to clause (12) of the next succeeding paragraph);

(v) 100% of the Net Cash Proceeds and the Fair Market Value of property other than cash and marketable securities received by the Company or its Restricted Subsidiaries from the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (12) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment); and

(vi) to the extent that any Unrestricted Subsidiary of the Company designated as such after the Issue Date is redesignated as a Restricted Subsidiary or any Unrestricted Subsidiary of the Company merges into or consolidates with the Company or any of its Restricted Subsidiaries or any Unrestricted Subsidiary transfers, dividends or distributes assets to the Company or a Restricted Subsidiary, in each case after the Issue Date, the Fair Market Value of such Subsidiary as of the date of such redesignation or such merger or consolidation, or in the case of the transfer, dividend or distribution of assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, the Fair Market Value of such assets of the Unrestricted Subsidiary, as determined at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer, dividend or distribution of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (12) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment).

The provisions of the preceding paragraph will not prohibit:

(1) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock, Existing Notes, Subordinated Obligations or Guarantor Subordinated Obligations or any Restricted Investment made in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than (x) Disqualified Stock and (y) Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that the Net Cash Proceeds from such sale of Capital Stock will be excluded from clause (c)(ii) of the preceding paragraph;

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Existing Notes, Subordinated Obligations, Guarantor Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent Incurrence of Refinancing Indebtedness;

(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of the Company or such Restricted Subsidiary, as the case may be, that, so long as such refinancing Disqualified Stock is permitted to be Incurred pursuant to the covenant described under “—Limitation on indebtedness”;

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(4) dividends paid within 90 days after the date of declaration if at such date of declaration such dividend would have complied with this provision;

(5) the purchase, repurchase, redemption or other acquisition, cancellation or retirement for value of Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock, of the Company held by any existing or former employees, management or directors of or consultants to the Company or any Subsidiary of the Company or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other compensatory agreements approved by the Board of Directors of the Company; provided that such purchases, repurchases, redemptions, acquisitions, cancellations or retirements pursuant to this clause will not exceed $5 million in the aggregate during any calendar year, although such amount in any calendar year (with any unused amounts in any year being available in succeeding years) may be increased by an amount not to exceed:

(a) the Net Cash Proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Company to existing or former employees or members of management of the Company or any of its Subsidiaries that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments (provided that the Net Cash Proceeds from such sales or contributions will be excluded from clause (c)(ii) of the preceding paragraph); plus

(b) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in the clauses (a) and (b) of this clause (5);

(6) the accrual, declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company issued in accordance with the terms of the Indenture;

(7) repurchases or other acquisitions of Capital Stock deemed to occur (i) upon the exercise of stock options, warrants, restricted stock units or other rights to purchase Capital Stock or other convertible securities if such Capital Stock represents a portion of the exercise price thereof or conversion price thereof or (ii) in connection with withholdings or similar taxes payable by any future, present or former employee, director or officer;

(8) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Existing Notes, Subordinated Obligations or Guarantor Subordinated Obligations at a purchase price not greater than 101% of the principal amount of (plus accrued and unpaid interest on) such Existing Notes, Subordinated Obligation or Guarantor Subordinated Obligation in the event of a Change of Control in accordance with provisions similar to the “—Change of control” covenant; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Company has made a Change of Control Offer under the Indenture and has completed the repurchase or redemption of all notes validly tendered for payment in connection with such Change of Control Offer under the Indenture;

(9) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company or other exchanges of securities of the Company or a Restricted Subsidiary in exchange for Capital Stock of the Company;

(10) the purchase, repurchase, redemption, acquisition or retirement of Existing Notes, Subordinated Obligations or Guarantor Subordinated Obligations with Unutilized Excess Proceeds remaining after an Asset Disposition Offer pursuant to the covenant described under “—Certain covenants—Limitation on sales of assets and subsidiary stock”;

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(11) the repurchase, redemption, acquisition or retirement of the Company’s 15.75% Senior Notes due 2014 with the proceeds of the notes as described under “Use of proceeds” in the offering memorandum relating to the notes;

(12) other Restricted Payments in an aggregate amount, which, when taken together with all other Restricted Payments made pursuant to this clause (12) (as reduced by the amount of capital returned from any such Restricted Payments that constituted Restricted Investments in the form of cash and Cash Equivalents (exclusive of amounts included in clause (c)(i) of the preceding paragraph)) not to exceed $25.0 million;

(13) the purchase of fractional shares of Capital Stock of the Company arising out of stock dividends, splits or combinations or mergers, consolidations or other acquisitions;

(14) in connection with any acquisition by the Company or any of its Subsidiaries, the receipt or acceptance of the return to the Company or any of its Restricted Subsidiaries of Capital Stock of the Company constituting a portion of the purchase price consideration in settlement of indemnification claims or as a result of a purchase price adjustment (including earn outs or similar obligations);

(15) the distribution of rights pursuant to any shareholder rights plan or the redemption of such for nominal consideration in accordance with the terms of any shareholder rights plan;

(16) payments or distributions to stockholders pursuant to appraisal rights required under applicable law in connection with any merger, consolidation or other acquisition by the Company or any Restricted Subsidiary; or

(17) the purchase, repurchase, redemption, defeasance, acquisition or retirement of the Company’s 4.625% Notes due November 1, 2014, so long as after giving effect to such purchase, repurchase, redemption, defeasance, acquisition or retirement, on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect thereof) the Priority Leverage Ratio for the Company and its Restricted Subsidiaries would be no greater than 2.50 to 1.00.

provided, however, that at the time of and after giving effect to any Restricted Payment permitted under clauses (6), (10), (12), (16) and (17) no Default shall have occurred and be continuing or would occur as a consequence thereof.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of such Restricted Payment of the assets or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount and any non-cash Restricted Payment shall be determined conclusively in Good Faith by the Company.

For purposes of determining compliance with this covenant, in the event that a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (17) above, or is entitled to be made pursuant to the first paragraph thereof, the Company will be entitled to divide and classify such Restricted Payment (or portion thereof) on the date of its payment in any manner that complies with this covenant.

If the Company or any Restricted Subsidiary makes a Restricted Investment or a Permitted Investment and the Person in which such Investment was made subsequently becomes a Restricted Subsidiary, to the extent such Investment resulted in a reduction of the amounts calculated under the first paragraph of this covenant or any other provision of this covenant or the definition of Permitted Investment (which was not subsequently reversed), then such amount shall be increased by the amount of such reduction to the extent of the lesser of (x) the amount of such Investment and (y) the Fair Market Value of such Investment at the time such Person becomes a Restricted Subsidiary.

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As of the Issue Date, all of the Company’s Subsidiaries are Restricted Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on liens

The Company will not, and will not permit any of its Restricted Subsidiaries to create, incur or assume any Lien (other than Permitted Liens) that secures any Indebtedness on any asset or property of the Company or such Restricted Subsidiary or any income or profits therefrom, other than Liens securing Indebtedness that are expressly junior in priority to the Liens on such property or assets securing the Notes pursuant to a Permitted Junior Lien Intercreditor Agreement. Additionally, the Company will not, and will not permit any of its Restricted Subsidiaries to incur or suffer to exist any Lien (the “Initial Lien”) on any Excluded Property to secure any Pari Passu Lien Indebtedness (other than on cash collateral for letters of credit under the Credit Facility), unless the Company or such Restricted Subsidiary concurrently grants a Lien to the Collateral Agent to secure the notes ranking pari passu with such Lien securing such Pari Passu Lien Indebtedness; provided however, that any such Lien on Excluded Property created to secure the Notes pursuant to this sentence shall provide by its terms that upon the release and discharge of the Initial Lien on such Excluded Property by the collateral agent for the Pari Passu Lien Indebtedness secured by such Initial Lien, the Lien on such Excluded Property securing the notes shall be automatically and unconditionally released and discharged and the Company may take any action necessary to memorialize such release or discharge.

Limitation on restrictions on distributions from restricted subsidiaries

The Company will not, and will not permit any Restricted Subsidiary to create or otherwise cause or permit to exist any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);

(2) make any loans or advances to the Company or any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or

(3) sell, lease or transfer any of its property or assets to the Company or any Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above).

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The preceding provisions will not prohibit encumbrances or restrictions existing under or by reason of:

(i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including, without limitation, the Indenture, the notes, the Subsidiary Guarantees, the Collateral Documents, the Intercreditor Agreement and the Credit Facility (and related documentation) in effect on such date;

(ii) any encumbrance or restriction with respect to a Person or assets pursuant to an agreement in effect on or before the date on which such Person became a Restricted Subsidiary or was acquired by, merged into or consolidated with the Company or a Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by, merged into or consolidated with the Company or in contemplation of the transaction) or such assets were acquired by the Company or any Restricted Subsidiary; provided, that any such encumbrance or restriction shall not extend to any Person or the assets or property of the Company or any other Restricted Subsidiary other than the Person and its Subsidiaries or the assets and property so acquired and that, in the case of Indebtedness, was permitted to be Incurred pursuant to the Indenture;

(iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii) or contained in any amendment, restatement, modification, renewal, supplement, refunding, replacement or Refinancing of an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement are no less favorable (as determined in Good Faith by the Company) in any material respect, taken as a whole, to the Holders of the notes than the encumbrances and restrictions contained in such agreements referred to in clause (i) or (ii) of this paragraph on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into or consolidated with a Restricted Subsidiary, whichever is applicable;

(iv) in the case of clause (3) of the first paragraph of this covenant, encumbrances or restrictions arising in connection with Liens permitted to be Incurred under the provisions of the covenant described under “—Certain covenants—Limitation on liens” that apply only to the assets subject to such Liens;

(v) Purchase Money Indebtedness and Capitalized Lease Obligations permitted under the Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this covenant on the property so acquired;

(vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale of all or a portion of the Capital Stock or assets of such Subsidiary;

(vii) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies under contracts entered into in the ordinary course of business;

(viii) any customary provisions in joint venture agreements relating to joint ventures and other similar agreements entered into in the ordinary course of business, provided that if such joint venture is a Restricted Subsidiary, such provisions will not materially affect the Company’s ability to make anticipated principal or interest payments on the notes (as determined in Good Faith by the Company);

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(ix) any customary provisions in leases, subleases or licenses and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business;

(x) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, order, permit or grant;

(xi) encumbrances or restrictions contained in or arising under indentures or debt instruments or other debt arrangements incurred or Preferred Stock issued by Subsidiary Guarantors in accordance with “—Certain covenants—Limitation on indebtedness” that are not more restrictive, taken as a whole (as determined in Good Faith by the Company), than those applicable to the Company in the Indenture and the Credit Facility on the Issue Date (which results in encumbrances or restrictions comparable to those applicable to the Company at a Restricted Subsidiary level);

(xii) encumbrances or restrictions contained in or arising under indentures or other debt instruments or debt arrangements Incurred or Preferred Stock issued by Restricted Subsidiaries that are not Subsidiary Guarantors subsequent to the Issue Date pursuant to clauses (2), (5), (6), (7) and (14) of the second paragraph of “—Certain covenants— Limitation on indebtedness” by Restricted Subsidiaries, provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payments on the notes (as determined in Good Faith by the Company); and

(xiii) under any contract, instrument or agreement relating to Indebtedness of any Foreign Subsidiary which imposes restrictions solely on such Foreign Subsidiary and its Subsidiaries.

Limitation on sales of assets and subsidiary stock

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition following the Issue Date unless:

(i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value (such Fair Market Value to be determined as of the date of contractually agreeing to such Asset Disposition) of the assets subject to such Asset Disposition; and

(ii) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents.

The Company shall determine the Fair Market Value of any consideration from such Asset Disposition that is not cash of Cash Equivalents.

Any Net Available Cash received by the Company or any Restricted Subsidiary from any Asset Disposition shall be applied at the Company’s election:

(w) in the case of any Asset Disposition by a Non-Guarantor Subsidiary or consisting of Capital Stock of a Non-Guarantor Subsidiary, to repay Indebtedness of a Non-Guarantor Subsidiary within 30 days of receipt of such Net Available Cash,

(x) to reinvest in or acquire assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person that is or becomes a Restricted Subsidiary of the Company or that would constitute a Permitted Investment under clause (2) of the definition thereof) used or useful in a Related Business; provided that to the extent the assets subject to such Asset Disposition were Collateral, such newly acquired assets shall also be Collateral, or

(y) during any fiscal year of the Company, to repay, prepay, purchase, redeem or otherwise acquire up to $10.0 million of Pari Passu Lien Indebtedness under the Credit Facility (and, if the Pari Passu

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Lien Indebtedness so repaid, prepaid, purchased, redeemed or acquired, is under a revolving credit facility, effect a permanent reduction in the availability thereunder in an amount equal to the aggregate principal amount of Pari Passu Lien Indebtedness under such revolving credit facility so repaid, prepaid, purchased, redeemed or acquired).

All Net Available Cash that is not applied or invested (or committed pursuant to a written agreement to be applied or invested) as provided in subclause (w), (x) or (y) of the preceding paragraph within 365 days after receipt (or in the case of any amount committed to be so applied or reinvested, which are not actually so applied or reinvested within 180 days following such 365 day period) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders in an amount equal to the Notes First Lien Percentage (determined with respect to any Net Available Cash from any Asset Disposition included in such Excess Proceeds at the time of such Asset Disposition) of such Excess Proceeds to purchase the maximum principal amount of the notes (on a pro rata basis) that may be purchased out of the Note First Lien Percentage of such Excess Proceeds, at an offer price in cash equal to 100% of the principal amount of the notes, plus accrued and unpaid interest and additional interest, if any, thereon to, but excluding, the date of purchase (subject to the rights of Holders of record on any record date to receive payments of interest on the related Interest Payment Date), in accordance with the procedures set forth in the Indenture in integral multiples of $1,000 (except that no note will be purchased in part if the remaining principal amount would be less than $2,000). To the extent that the aggregate amount of notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Notes First Lien Percentage of such Excess Proceeds, the Company may use any remaining portion of such Excess Proceeds that is not applied to purchase notes (“Un utilized Excess Proceeds”) for general corporate purposes, the repayment of Indebtedness or as otherwise required pursuant to its other contractual requirements, subject to the other covenants contained in the Indenture. If the aggregate principal amount of notes surrendered by Holders exceeds the Notes First Lien Percentage of such Excess Proceeds, the notes to be purchased shall be selected on a pro rata basis on the basis of the aggregate principal amount of tendered notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. For the avoidance of doubt, the Company shall be permitted to apply Net Available Cash from any Asset Disposition (other than the Notes First Lien Percentage thereof) to repay, prepay redeem, purchase or otherwise acquire Pari Passu Lien Indebtedness at any time; provided that any such Pari Passu Lien Indebtedness shall be cancelled by the Company and deemed no longer outstanding; provided, further, that if the Pari Passu Lien Indebtedness so repaid, prepaid, purchased, redeemed or acquired, is under a revolving credit facility, the Company shall effect a permanent reduction in the availability thereunder in an amount equal to the aggregate principal amount of Pari Passu Lien Indebtedness under such revolving credit facility so repaid, prepaid, purchased, redeemed or acquired.

The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of notes required to be purchased pursuant to this covenant (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn, all notes validly tendered in response to the Asset Disposition Offer.

If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid on such Asset Disposition Purchase Date to the Person in whose name a note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender notes pursuant to the Asset Disposition Offer.

On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of notes or portions of notes validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all notes validly tendered and not properly withdrawn, in each case in denominations of $1,000 (except that no

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note will be purchased in part if the remaining principal amount would be less than $2,000). The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of notes an amount equal to the purchase price of the notes validly tendered and not properly withdrawn by such holder and accepted by the Company for purchase, and the Company will promptly issue a new note, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new note to such Holder, in a principal amount equal to any unpurchased portion of the note surrendered; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any note not so accepted will be promptly mailed or delivered by the Company to the Holder thereof.

(b) For the purposes of this covenant, the following are deemed to be cash: (x) the assumption of Indebtedness or other liabilities of the Company (other than Disqualified Stock, Subordinated Obligations, Existing Notes or Permitted Refinancing Indebtedness in respect of the Existing Notes) or Indebtedness or other liabilities of any Restricted Subsidiary (other than Guarantor Subordinated Indebtedness or Disqualified Stock of any Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or liabilities in connection with such Asset Disposition, (y) securities, notes or similar obligations received by the Company or any Restricted Subsidiary from the transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash and (z) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value (determined in Good Faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (z) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

(c) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of the “Limitation on sales of assets and subsidiary stock” covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached obligations of the Company described under this covenant in the Indenture.

(d) Pending the final application of any such Net Available Cash, the Company or its Restricted Subsidiaries may temporarily reduce revolving indebtedness under any Debt Facility or otherwise invest such Net Available Cash in Cash Equivalents.

Limitation on affiliate transactions

The Company will not, and will not permit any of its Restricted Subsidiaries to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless:

(1) the terms of such Affiliate Transaction, when viewed together with any related Affiliate Transactions, are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person who is not an Affiliate;

(2) in the event such Affiliate Transaction involves an aggregate consideration in excess of $10.0 million, the terms of such transaction have been approved by a majority of the disinterested members of the Board of Directors of the Company (and such majority determines that such Affiliate Transaction satisfies the criteria in clause (1) above); and

(3) in the event such Affiliate Transaction involves an aggregate consideration in excess of $20.0 million, the Company has received a written opinion from an Independent Financial Advisor that such Affiliate

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Transaction is fair, from a financial point of view, to the Company and the Restricted Subsidiaries, as applicable, or not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate.

The preceding paragraph will not apply to:

(1) any (i) Restricted Payment permitted to be made pursuant to the covenant described under “—Certain covenants—Limitation on restricted payments” and (ii) Permitted Investment in any Person that is an Affiliate of the Company solely as a result of ownership of Investments in such Person by the Company or any Restricted Subsidiary;

(2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Company pursuant to restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans, pension plans or similar plans or agreements or arrangements approved by the Board of Directors of the Company;

(3) loans or advances to employees, officers or directors of the Company or any Restricted Subsidiary of the Company in the ordinary course of business, in an aggregate amount outstanding at any time not in excess of $5 million (without giving effect to the forgiveness of any such loan);

(4) any transaction between or among the Company and any Restricted Subsidiary or between or among Restricted Subsidiaries, and any Guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary;

(5) the payment of reasonable and customary compensation (including fees, benefits, severance, change of control payments and incentive arrangements) to, and employee benefit arrangements, including, without limitation, split-dollar insurance policies, and indemnity or similar arrangements provided on behalf of, directors, officers, employees and agents of the Company or any Restricted Subsidiary, whether by charter, bylaw, statutory or contractual provisions;

(6) the existence of, and the performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any agreement to which the Company or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will be permitted to the extent that its terms, taken as a whole, are not more disadvantageous to the Holders of the notes in any material respect, as determined in Good Faith by the Company, than the terms of the agreements in effect on the Issue Date;

(7) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged with or into or consolidated with the Company or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition, merger or consolidation, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Holders, as determined in Good Faith by the Company, when taken as a whole as compared to the applicable agreement as in effect on the date of such acquisition or merger);

(8) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Company and its Restricted Subsidiaries; provided that as determined in Good Faith by the Company, such transactions are on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person;

(9) any purchases by the Company’s Affiliates of Indebtedness of the Company or any of its Restricted Subsidiaries the majority of which Indebtedness is placed with Persons who are not Affiliates; and

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(10) any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Company and the granting of registration and other customary rights in connection therewith or any contribution to the Capital Stock of the Company or any Restricted Subsidiary.

Reports

Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will provide to the Trustee and the registered Holders of the notes, within 15 days of the applicable time periods specified in the relevant forms: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms (but without any requirement to provide separate financial statements of any Subsidiary of the Company), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports; provided that unless otherwise required to be provided to Holders, current reports will only be required with respect to the following Form 8-K Items (or its successor item): Item 1.01 (Entry into a Material Definitive Agreement), Item 1.02 (Termination of a Material Definitive Agreement), Item 1.03 (Bankruptcy or Receivership), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant), Item 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), Item 2.05 (Costs Associated with Exit or Disposal Activities), Item 4.01 (Changes in Registrant’s Certifying Accountant), Item 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), Item 5.01 (Changes in Control of Registrant), Items 5.02 (a), (b) and (c) (Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers) and Item 9.01 (Financial Statements and Exhibits, but only with respect to financial statements and pro forma financial information relating to transactions required to be reported pursuant to Item 2.01); provided however, that to the extent such reports are filed with the SEC and publicly available, such reports shall have been deemed to have been provided to the Holders and no additional copies need to be provided to the Holders, however, copies will still be delivered to the Trustee.

Additionally, the Company will cause such documents to be filed with the SEC unless the SEC will not accept such documents. The requirement for the Company to provide information may be satisfied by posting such reports, documents and information on its website within the time periods specified by this covenant; provided, however, that the Company will (upon request) provide one copy of the exhibits of the foregoing to the Trustee and will (upon request) provide additional copies of such exhibits to any Holder or prospective Holder.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph shall include a summary presentation, in the footnotes to the financial statements, of the financial condition and results of operations of the Company and its Restricted Subsidiaries.

In addition, the Company and the Subsidiary Guarantors have agreed that they will make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to the extent such notes constitute “restricted securities” within the meaning of the Securities Act.

Merger and consolidation

The Company will not consolidate with or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to, any Person unless:

(1) if other than the Company, the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State of the United States, the District of Columbia or any territory thereof;

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(2) the Successor Company (if other than the Company) and, in the case of a Successor Company that is not a corporation, a corporate co-issuer, assume pursuant to a supplemental indenture or other documentation instruments, executed and delivered to the Trustee, in forms reasonably satisfactory to the Trustee, all of the obligations of the Company under the notes, the Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement and, to the extent required by and subject to the limitations set forth in the Security Agreement, will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;

(3) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Company, the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Company, the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, (i) the Company or the Successor Company, as applicable, would be able to Incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the “—Limitation on indebtedness” covenant or (ii) the Consolidated Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be less than or equal to such Consolidated Leverage Ratio prior to such transaction;

(5) if the Successor Person is not the Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of the Indenture and the notes and its obligations under the Collateral Documents and the Intercreditor Agreement shall continue to be in effect and, to the extent required by and subject to the limitations set forth in the Security Agreement, shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Subsidiary Guarantor, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; and

(6) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this covenant and, if any supplement to any Collateral Document is required in connection with such transaction, that such supplement complies with the applicable provisions of the Indenture.

Without compliance with the preceding clauses (3) and (4):

(1) any Restricted Subsidiary may consolidate with, merge with or into or to the Company or a Subsidiary Guarantor so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Company or a Subsidiary Guarantor, and

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(2) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with the preceding clause (6).

In addition, the Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into (whether or not the Subsidiary Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to the Company or another Subsidiary Guarantor) unless:

(1) if such entity remains a Subsidiary Guarantor, (a) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States, the District of Columbia or any other territory thereof; (b) the Successor Guarantor, if other than such Subsidiary Guarantor, expressly assumes in writing by supplemental indenture (and other applicable documents), executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee, the Indenture, the Collateral Documents (as applicable), the Intercreditor Agreement and the Registration Rights Agreement and, to the extent required by and subject to the limitations set forth in the Security Agreement, shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Guarantor, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Agreement, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (c) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; and (d) the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the indenture; and

(2) if such transaction constitutes an Asset Disposition, the transaction is made in compliance with the covenant described under “—Certain covenants—Limitation on sales of assets and subsidiary stock” (it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time), to the extent applicable.

Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge with or into or transfer all or part of its properties and assets to another Subsidiary Guarantor or the Company or (ii) merge with a Restricted Subsidiary of the Company solely for the purpose of reincorporating the Subsidiary Guarantor in a State of the United States or the District of Columbia, as long as the amount of Indebtedness of such Subsidiary Guarantor and its Restricted Subsidiaries is not increased thereby.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person.

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Upon satisfaction of the foregoing applicable conditions, the Company or the applicable Subsidiary Guarantor, as the case my be, will be released from its obligations under the Indenture and the Successor Company or the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Company or a Subsidiary Guarantor, as the case may be, under the Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement, but, in the case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the notes and a Subsidiary Guarantor will not be released from its obligations under its Subsidiary Guarantee.

Solely for the purpose of computing amounts described in clauses (c)(i), (c)(ii), (c)(iii) and (c)(iv) of the covenant described under “—Limitation on restricted payments,” the Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets.

Future subsidiary guarantors

The Company will cause (i) each Wholly Owned Subsidiary (other than a Foreign Subsidiary) that is formed or acquired following the Issue Date and (ii) any other Subsidiary that Incurs Indebtedness in reliance on clause (2) of the second paragraph under the “—Limitation on indebtedness” covenant to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the notes on a senior secured basis (to the extent provided in the Collateral Documents) and all other obligations under the Indenture; provided that any Wholly Owned Subsidiary that constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor until such time as it ceases to be an Immaterial Subsidiary.

The obligations of each Subsidiary Guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue Date shall also become a party to the applicable Collateral Documents and the Intercreditor Agreement and, to the extent required by the Security Agreement, shall as promptly as practicable execute and deliver such security instruments, financing statements and certificates as may be necessary to vest in the Collateral Agent a perfected first priority security interest on a pari passu basis with the Liens securing any Pari Passu Lien Indebtedness (subject to Permitted Liens) in properties and assets that constitute Collateral as security for the notes or the Subsidiary Guarantees and as may be necessary to have such property or asset added to the applicable Collateral as required under the Collateral Documents and the Indenture, and thereupon all provisions of the Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect.

Limitation on lines of business

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Related Business.

Payments for consent

The Company will not, and will not permit any of its Subsidiaries to pay or cause to be paid any consideration to or for the benefit of any Holder of any notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless such consideration is offered to be paid and is paid to all Holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

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Events of default

Each of the following is an Event of Default:

(1) default in any payment of interest on any note when due, and the continuance of such default for 30 days;

(2) default in the payment of principal of or premium, if any, on any note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise;

(3) failure by the Company to comply with its obligations under “—Certain covenants—Merger and consolidation” or “Change of control”;

(4) failure by the Company to comply for 45 days after notice as provided below with any of its obligations under the covenants described under “—Certain covenants” above (in each case, other than matters that would constitute an Event of Default under clause (3) above);

(5) failure by the Company or any Subsidiary Guarantor to comply for 60 days after notice as provided below with its other agreements (except as provided in clauses (1) through (4) above) contained in the Indenture or under the notes or the Collateral Documents;

(6) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such indebtedness or Guarantee now exists, or is created after the Issue Date, which default:

(a) is caused by a failure to pay principal on such Indebtedness at its final stated maturity within the grace period provided in the agreements or instruments governing such Indebtedness (“payment default”); or

(b) results in the acceleration of such Indebtedness prior to its stated final, maturity (the “cross-acceleration provision”);

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $50.0 million or more;

(7) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary (the “bankruptcy provisions”);

(8) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final and non-appealable judgments aggregating in excess of $50.0 million (net of any amounts that are covered by insurance issued by a reputable and creditworthy insurance company (as determined in the Good Faith by the Company) that has not contested coverage), which judgments remain unsatisfied or undischarged for any period of 60 consecutive days during which a stay of enforcement of such judgments shall not be in effect (the “judgment default provision”);

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(9) any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture and the Subsidiary Guarantees) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture, its Subsidiary Guarantee, any Collateral Document or the Intercreditor Agreement and the Company fails to cause such Restricted Subsidiary or Restricted Subsidiaries, as the case may be, to rescind such denials or disaffirmations within 30 days; and

(10) with respect to any Collateral having a fair market value in excess of $10.0 million, individually or in the aggregate, (A) the failure of the security interest with respect to such Collateral under the Collateral Documents, at any time, to be in full force and effect for any reason other than in accordance with the terms of the Collateral Documents and the terms of the Indenture or the Intercreditor Agreement, as applicable, and other than the satisfaction in full of all obligations under the Indenture and discharge of the Indenture if such failure continues for 60 days or (B) the assertion by the Company or any Subsidiary Guarantor, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable, except in each case for the failure or loss of perfection resulting from the failure of the Collateral Agent to make filings, renewals and continuations (or other equivalent filings) which are required to be made or the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents if such assertion is not rescinded within 30 days.

However, a default under clause (4), (5) or (10)(A) or (B) of this paragraph will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding notes notify the Company of the default and the Company does not cure such default within the time specified in clause (4), (5) or (10)(A) or (B) of this paragraph after receipt of such notice.

If an Event of Default (other than an Event of Default described in clause (7) above with respect to the Company) occurs and is continuing, the Trustee by notice in writing specifying the Event of Default and that it is a “notice” to the Company, or the Holders of at least 25% in principal amount of the outstanding notes by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. In the event of a declaration of acceleration of the notes because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the notes shall be automatically annulled if the default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant indebtedness within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the notes that became due solely because of the acceleration of the notes, have been cured or waived. If an Event of Default described in clause (7) above occurs and is continuing with respect to the Company, the principal of, premium, if any, and accrued and unpaid interest on all the notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the notes and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived.

Subject to the provisions of the Indenture relating to the duties of the Trustee or the Collateral Agent, if an Event of Default occurs and is continuing, the Trustee or the Collateral Agent will be under no obligation to

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exercise any of the rights or powers under the Indenture, the notes, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement at the request or direction of any of the Holders unless such Holders have offered to the Trustee or the Collateral Agent indemnity or security reasonably satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to the Indenture or the notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the outstanding notes have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) the Holders of a majority in principal amount of the outstanding notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

Notwithstanding the foregoing, in no event may any Holder enforce any Lien of the Collateral Agent pursuant to the Collateral Documents. The Collateral Agent’s ability to foreclose upon and sell the Collateral upon an Event of Default will be subject to the terms of the Intercreditor Agreement and limitations under bankruptcy and local laws.

Notwithstanding the foregoing, if the Company so elects, the sole remedy of the Holders for a failure to comply with any obligations the Company may have or is deemed to have pursuant to Section 314(a)(1) of the Trust Indenture Act or to the Company’s failure to comply with the covenant described in “—Certain covenants—Reports,” will for the first 180 days after the occurrence of such failure consist exclusively of the right to receive additional interest on the Notes at a rate per annum: (i) equal to 0.25% for the first 90 days after the occurrence of such failure and (ii) equal to 0.50% from the 91st day to, and including, the 180th day after the occurrence of such failure, which we call additional interest. The additional interest will accrue on all outstanding notes from and including the date on which such failure first occurs until such violation is cured or waived and shall be payable on each relevant Interest Payment Date to Holders of record on the regular record date immediately preceding the Interest Payment Date. On the 181st day after such failure (if such violation is not cured or waived prior to such 181st day), such failure will then constitute an Event of Default without any further notice or lapse of time and the notes will be subject to acceleration as provided above.

Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Collateral Agent or of exercising any trust or power conferred on the Trustee or the Collateral Agent. The Indenture provides that in the event an Event of Default has occurred and is continuing, the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The Trustee and the Collateral Agent, as the case may be, however, may refuse to follow any direction that conflicts with law or the Indenture, the notes, the Subsidiary Guarantees, the Collateral Documents or the Intercreditor Agreement or that the Trustee or the Collateral Agent determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee or the Collateral Agent in personal liability. Prior to taking any action under the Indenture, the Trustee and the Collateral Agent will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

The Indenture provides that if a Default occurs and is continuing and is known to the Trustee, the Trustee must mail to each Holder notice of the Default within 90 days after it occurs. Except in the case of a

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Default in the payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold notice if and so long as a committee of Trust Officers of the Trustee in good faith determines that withholding notice is in the interests of the Holders. In addition, the Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year (commencing with the fiscal year ending December 26, 2010), a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Company also is required to deliver to the Trustee, within 30 days after the knowledge thereof if such event is still continuing, written notice of any events which would constitute certain Defaults, their status and what action the Company is taking or proposing to take in respect thereof.

Amendments and waivers

Subject to certain exceptions, the Indenture, the notes, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement may be amended or supplemented with the consent of the Holders of a majority in principal amount of the notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes). However, without the consent of each Holder of an outstanding note affected, no amendment, supplement or waiver may, among other things:

(1) reduce the principal amount of notes whose Holders must consent to an amendment;

(2) reduce the rate of or extend the stated time for payment of interest or additional interest, if any, on any note;

(3) reduce the principal of or extend the Stated Maturity of any note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the notes issued thereunder (except a rescission of acceleration of the notes issued thereunder by the Holders of at least a majority in aggregate principal amount of the notes issued thereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);

(5) reduce the premium payable upon the redemption or repurchase of any note or change the time at which any note may be redeemed or repurchased as described above under “—Optional redemption” or, after a Change of Control has occurred, “—Change of control” whether through an amendment or waiver of provisions in the covenants or otherwise;

(6) make any note payable in a currency other than that stated in the note;

(7) impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s notes;

(8) make any change in the amendment provisions that require each Holder’s consent or in the waiver provisions;

(9) modify the Subsidiary Guarantees of any Significant Subsidiary or group of Subsidiary Guarantors that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary in any manner, taken as a whole, materially adverse to the Holders; or

(10) release any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary from any of its obligations under its Subsidiary Guarantee or the Indenture, except in compliance with the terms thereof.

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In addition, without the consent of the Holders of at least 66% in principal amount of notes then outstanding, no amendment, supplement or waiver may (1) modify any Collateral Document or the provisions in the Indenture dealing with Collateral Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the Holders or otherwise release any Collateral from the Liens of the Collateral Documents other than in accordance with the Indenture, the Collateral Documents and the Intercreditor Agreement or (2) modify the Intercreditor Agreement in any manner adverse to the Holders in any material respect other than in accordance with the terms of the Indenture, the Collateral Documents and the Intercreditor Agreement.

Notwithstanding the foregoing, without the consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture, the notes, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement to:

(1) cure any ambiguity, omission, defect or inconsistency;

(2) provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Indenture, the notes, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement;

(3) provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code);

(4) add Guarantees with respect to the notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee in accordance with the applicable provisions of the Indenture;

(5) add additional assets as Collateral to secure the notes and Subsidiary Guarantees;

(6) release Liens in favor of the Collateral Agent in the Collateral as provided under “Security—Use and release of collateral,” or otherwise in accordance with the terms of the Indenture, Collateral Documents or the Intercreditor Agreement;

(7) add to the covenants of the Company for the benefit of the Holders, add Events of Default or surrender any right or power conferred upon the Company;

(8) make any change that does not adversely affect the rights of any Holder in any material respect;

(9) comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act;

(10) provide for the appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture; or provide for the appointment of a successor Collateral Agent;

(11) enter into a Permitted Junior Lien Intercreditor Agreement;

(12) conform the text of the Indenture, the notes or the Subsidiary Guarantees to any provision of this “Description of notes” to the extent that such provision in this “Description of notes” is intended to be a verbatim recitation of a provision of the Indenture, the notes or the Subsidiary Guarantees; or

(13) to provide for or confirm the issuance of additional notes in accordance with the terms of the Indenture.

In addition, no consent of the Holders will be required under the Collateral Documents and the Intercreditor Agreement to any amendments and other modifications to the Collateral Documents and the Intercreditor Agreement (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Pari Passu Lien Indebtedness that are Incurred in compliance with the Indenture and the Collateral Documents, (B) to

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establish that the Liens on any Collateral securing such Pari Passu Lien Indebtedness shall be pari passu under the Intercreditor Agreement with the Liens on such Collateral securing the Obligations under the Indenture and the notes, all on the terms provided for in the Intercreditor Agreement as in effect immediately prior to such amendment or other modification and (C) to provide that the Liens securing the Notes are senior to the Liens securing other Indebtedness pursuant to the terms of a Permitted Junior Lien Intercreditor Agreement.

The Trustee and the Collateral Agent shall be entitled to rely upon an Officers’ Certificate and an Opinion of Counsel certifying that such Pari Passu Lien Indebtedness was issued or borrowed in compliance with the Indenture and the Collateral Documents.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment or supplement. It is sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder of notes given in connection with a tender of such Holder’s notes will not be rendered invalid by such tender. After an amendment or supplement under the Indenture, the Collateral Documents or the Intercreditor Agreement becomes effective, the Company is required to mail to the Holders a notice briefly describing such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the notice will not impair or affect the validity of the amendment or supplement.

Legal defeasance and covenant defeasance

The Company may, at its option and at any time, elect to have all of its obligations and the obligations of the Subsidiary Guarantors discharged with respect to the outstanding notes issued under the Indenture (“legal defeasance”) except for:

(1) the rights of Holders to receive payments in respect of the principal of, or interest or premium, if any, on such notes when such payments are due from the trust referred to below;

(2) the Company’s obligations with respect to the notes issued thereunder concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith; and

(4) the legal defeasance provisions of the Indenture.

If the Company exercises the legal defeasance or covenant defeasance option, the Liens on the Collateral will be released and Subsidiary Guarantees in effect at such time will terminate.

The Company at any time may terminate its obligations described under “—Change of control” and under the covenants described under “—Certain covenants” (other than “—Certain covenants—Merger and consolidation”), the operation of the cross-default upon a payment default, cross-acceleration provisions, the bankruptcy provisions with respect to Significant Subsidiaries and the judgment default provision described under “—Events of default” above and the limitations contained in clause (4) of the first paragraph under “—Certain covenants— Merger and consolidation” above (“covenant defeasance”).

The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the notes may not be accelerated because of an Event of Default with respect to the notes. If the Company exercises its covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clause (4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8), (9) or (10) under “—Events of default” above or because of the failure of the Company to comply with clause (4) of the first paragraph under “Certain covenants—Merger and consolidation” above.

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In order to exercise either legal defeasance or covenant defeasance under the Indenture:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. dollars or U.S. Government Obligations, or a combination of U.S. dollars and U.S. Government Obligations, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding notes issued thereunder on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the notes are being defeased to maturity or to a particular redemption date;

(2) in the case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;

(3) in the case of covenant defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the respective outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(4) such legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

(5) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);

(6) the Company must deliver to the Trustee an Opinion of Counsel to the effect that, assuming, among other things, no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(8) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the legal defeasance or the covenant defeasance have been complied with.

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Satisfaction and discharge

The Indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, and the Collateral shall be released form the first priority lien in favor of the Collateral Agent for the benefit of the Holders of the notes, when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(b) all notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust solely for the benefit of the Holders of the notes, U.S. dollars or U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness on the notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than the Indenture) to which the Company is a party or by which the Company is bound;

(3) the Company has paid or caused to be paid all sums payable by it on the date of the deposit under the Indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the notes issued thereunder at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

No personal liability of directors, officers, employees and stockholders

No director, officer, employee, incorporator or stockholder of the Company or any of the Subsidiary Guarantors shall have any liability for any obligations of the Company or the Subsidiary Guarantors under the notes, the Indenture, the Subsidiary Guarantees, the Collateral Documents, the Intercreditor Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities law, and it is the view of the SEC that such a waiver is against public policy.

Notices

Notices given by publication will be deemed given on the first date on which publication is made, and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the trustee

The Bank of New York Mellon Trust Company, N.A. is the Trustee under the Indenture and has been appointed by the Company as Registrar and Paying Agent with regard to the notes.

The Holders of a majority in principal amount of the then outstanding notes issued under the Indenture will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of

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Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his or her own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of notes, unless such Holder has offered to the Trustee indemnity reasonably satisfactory to it against any loss, liability or expense.

Governing law

The Indenture provides that it and the notes will be governed by, and construed in accordance with, the laws of the State of New York. The Security Agreement and the Intercreditor Agreement are governed by, and construed in accordance with, the laws of the State of New York.

Certain definitions

“Acquired Indebtedness” means, with respect to any Person, Indebtedness (1) of a Person or any of its Subsidiaries existing at the time such Person is merged or consolidated with the Company or a Restricted Subsidiary or becomes a Restricted Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case whether or not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, and Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person is merged or consolidated with the Company or a Restricted Subsidiary or becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets.

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Applicable Premium” means, as determined by the Company with respect to a note on any date of redemption, the greater of:

(1) 1.0% of the principal amount of such note; and

(2) the excess, if any, of (a) the present value as of such date of redemption of (i) the redemption price of such note on February 15, 2013 (such redemption price being described under “—Optional redemption”), plus (ii) the remaining scheduled interest payments due on such note through February 15, 2013 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points, over (b) the then outstanding principal of such Note.

“Asset Acquisition” means (1) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be consolidated or merged with the Company or any Restricted Subsidiary or (2) the acquisition by the Company or any Restricted Subsidiary of assets of any Person.

“Asset Disposition” means any sale, lease, transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan, of shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or local ownership shares) (it being understood that the Capital Stock of the Company is not an asset of the Company), property or other assets (each referred to for the purposes of this definition as a “disposition”) by the Company or any of its Restricted Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction.

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Notwithstanding the preceding, the following items shall not be deemed to be Asset Dispositions:

(1) a disposition of assets by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;

(2) the disposition of Cash Equivalents in the ordinary course of business or the voluntary termination of Hedging Obligations;

(3) a disposition of inventory in the ordinary course of business;

(4) a disposition of used, obsolete, worn out, damaged or surplus equipment or equipment or assets that are no longer used or useful in the conduct of the business of the Company and its Restricted Subsidiaries and that is disposed of in each case in the ordinary course of business;

(5) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to “—Certain covenants—Merger and consolidation” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(6) an issuance of Capital Stock by a Restricted Subsidiary to the Company or to a Restricted Subsidiary;

(7) for purposes of “—Certain covenants—Limitation on sales of assets and subsidiary stock” only, the making of a Permitted Investment or a disposition subject to “Certain covenants— Limitation on restricted payments”;

(8) dispositions of Capital Stock of a Restricted Subsidiary or property or other assets in a single transaction or a series of related transactions with an aggregate Fair Market Value of less than $10 million;

(9) the creation of a Permitted Lien and dispositions in connection with Permitted Liens;

(10) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(11) the licensing or sublicensing of patents, trade secrets, know-how and other intellectual property, know-how or other general intangibles and licenses, leases or subleases of other property which do not materially interfere with the business of the Company and its Restricted Subsidiaries as operated immediately prior to the granting of such license, lease or sublease;

(12) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Related Business;

(13) foreclosure on assets or transfers by reason of eminent domain;

(14) any sale of Capital Stock, Indebtedness or other securities, of an Unrestricted Subsidiary;

(15) a Sale/Leaseback Transaction that is made for cash consideration in an amount not less than the cost of the underlying fixed or capital asset and is consummated within 180 days after the Company or any Restricted Subsidiary acquires or completes the acquisition of such fixed or capital asset;

(16) the receipt by the Company or any Restricted Subsidiary of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property or assets;

(17) operating leases in the ordinary course of business;

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(18) the surrender or waiver of contract rights or litigation rights or the settlement, release or surrender of tort or other litigation claims of any kind;

(19) any disposition of the Miami Property;

(20) the contribution of any real property (including, without limitation, land, buildings and fixtures) by the Company or any of its Restricted Subsidiaries to a pension plan to satisfy funding obligations of the Company or any of its Restricted Subsidiaries under such plan; and

(21) the transfer of improvements, additions or alterations in connection with the lease of any property.

“Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of determination, (1) if such Sale/Leaseback Transaction does not constitute a Capitalized Lease Obligation, the present value (discounted at the interest rate implicit in the transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended), determined in accordance with GAAP or (2) if such Sale/Leaseback Transaction constitutes a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligations.”

“Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (2) the sum of all such payments.

“Board of Directors” means:

(1) with respect to a corporation, the Board of Directors of the corporation or (other than for purposes of determining Change of Control) any committee thereof duly authorized to act on behalf of the Board of Directors with respect to the relevant matter;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means each day that is not a Saturday, Sunday or other day on which commercial banking institutions in New York, New York are authorized or required by law to close.

“Capital Stock” of any Person means (1) with respect to any Person that is a corporation, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Common Stock or Preferred Stock, and (2) with respect to any Person that is not a corporation, any and all partnership, limited liability company, membership or other equity interests of such Person, but in each case excluding any debt securities convertible into any of the foregoing.

“Capitalized Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Cash Equivalents” means:

(1) U.S. dollars, or in the case of any Foreign Subsidiary, such currencies held by it from time to time in the ordinary course of business;

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(2) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality of the United States (provided that the full faith and credit of the United States is pledged in support thereof), having maturities of not more than one year from the date of acquisition;

(3) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition and, at the time of acquisition, having a credit rating of “A” or better from either Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc.;

(4) certificates of deposit, demand deposits, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank (x) the long-term debt of which is rated at the time of acquisition thereof at least “A” or the equivalent thereof by Standard & Poor’s Ratings Group, Inc., or “A” or the equivalent thereof by Moody’s Investors Service, Inc. or (y) the short term commercial paper of such commercial bank or its parent company is rated at the time of acquisition thereof at least “A-1” or the equivalent thereof by Standard & Poor’s Ratings Group, Inc. or “P-1” or the equivalent thereof by Moody’s Investors Service, Inc., and having combined capital and surplus in excess of $500 million;

(5) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2), (3) and (4) above, entered into with any bank meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at the time of acquisition thereof at least “A-1” or the equivalent thereof by Standard & Poor’s Ratings Group, Inc. or “P-1” or the equivalent thereof by Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof;

(7) instruments equivalent to those referred to in clauses (1) through (6) above denominated in euros or any foreign currency comparable in credit quality and tenor to those referred to in such clauses and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction;

(8) interests in any investment company or money market fund that invests 95% or more of its assets in instruments of the type specified in clauses (1) through (7) above;

(9) money market funds that (i) comply with the criteria set forth in Rule 2A-7 of the Investment Company Act of 1940, as amended, (ii) are rated at the time of acquisition thereof “AAA” or the equivalent by Standard & Poor’s Ratings Group, Inc. or “Aaa” or the equivalent thereof by Moody’s Investors Service, Inc. and (iii) have portfolio assets of at least $5.0 billion; and

(10) in the case of any Foreign Subsidiary, high quality short-term investments which are customarily used for cash management purposes in any country in which such Foreign Subsidiary operates.

“Change of Control” means:

(1) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, directly or indirectly, of a majority of the total voting power of the Voting Stock of the Company (or its successors by merger, consolidation or purchase of all or substantially all of its assets);

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(2) during any period of twelve consecutive months, a majority of the members of the Board of Directors of the Company are not Continuing Directors;

(3) the sale, assignment, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Restricted Subsidiary; or

(4) the adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company.

Notwithstanding the foregoing, neither the ownership nor acquisitions of shares of the capital stock of the Company by, nor the transfers of shares of the Capital Stock of the Company between, Members of the McClatchy Family or any McClatchy Family Entity shall constitute a Change in Control. For purposes of this definition, “McClatchy Family Entity” shall mean a Person in which Members of the McClatchy Family beneficially own (within the meaning of Rule 1 3d-5 of the Securities Exchange Act of 1934, as in effect on the date hereof) more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Voting Stock of such Person.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all property and assets, whether now owned or hereafter acquired, in which Liens are, from time to time, purported to be granted to secure the notes and the Subsidiary Guarantees pursuant to the Collateral Documents.

“Collateral Agent” means The Bank of New York Mellon Trust Company, N.A., acting in its capacity as collateral agent under the Collateral Documents, or any successor thereto.

“Collateral Documents” means the Security Agreement and any other instruments and documents executed and delivered pursuant to the Indenture or any of the foregoing, as the same may be amended, supplemented or otherwise modified from time to time and pursuant to which Collateral is pledged, assigned or granted to or on behalf of the Collateral Agent for the benefit of the Secured Parties.

“Commodity Agreement” means any commodity futures contract, commodity option, commodity swap agreement, commodity collar agreement, commodity cap agreement or other similar agreement or arrangement entered into by the Company or any Restricted Subsidiary.

“Common Stock” means with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1) increased (without duplication) by the following items to the extent deducted in calculating such Consolidated Net Income:

(a) consolidated interest expense; plus

(b) Consolidated Income Taxes; plus

(c) consolidated depreciation expense; plus

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(d) consolidated amortization expense or impairment charges recorded in connection with the application of Financial Accounting Standard No. 142 “Goodwill and Other Intangibles” and Financial Accounting Standard No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets”; plus

(e) other non-cash charges reducing Consolidated Net Income, including any write-offs or write-downs (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation); plus

(f) any non-cash compensation expense realized for grants of restricted stock, performance shares, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary; provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Company (other than Disqualified Stock); plus

(g) any fees, charges or other expenses made or Incurred in connection with any actual or proposed Investment, asset sale, acquisition, recapitalization or issuance of Capital Stock or Incurrence of Indebtedness or any amendment or modification of Indebtedness (including as a result of Statement of Financial Accounting Standards 141R); plus

(h) the amount of any restructuring charges (including lease termination, severance and relocation expenses), integration costs or other business optimization expenses or reserves or other non-recurring charges or expenses deducted (and not added back) in such period in computing Consolidated Net Income; plus

(i) without duplication, for those fiscal periods completed prior to the Issue Date, all adjustments to “EBITDA” for such period used to calculate “Adjusted EBITDA” for such period as disclosed in the “Summary—Summary historical consolidated financial and other data” section of the offering memorandum relating to the notes;

(2) decreased (without duplication) by non-cash items increasing Consolidated Net Income of such Person for such period (excluding any items which represent the reversal of any accrual of, or reserve for, anticipated cash charges that reduced EBITDA in any prior period); and

(3) increased or decreased (without duplication) to eliminate the following items reflected in Consolidated Net Income:

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133;

(b) all unrealized gains and losses relating to financial instruments to which fair market value accounting is applied;

(c) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk); and

(d) effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) in any line item in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to any completed acquisition.

Notwithstanding the foregoing, clauses (1)(b) through (e) relating to amounts of a Restricted Subsidiary of a Person will be added to Consolidated Net Income to compute Consolidated EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary (other than a Subsidiary Guarantor) was included in calculating the Consolidated Net Income of such Person and,

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to the extent the amounts set forth in clauses (1)(b) through (e) are in excess of those necessary to offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary has net income for such period included in Consolidated Net Income, only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

“Consolidated Income Taxes” means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits or capital of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), including, without limitation, state, franchise and similar taxes and foreign withholding taxes regardless of whether such taxes or payments are required to be remitted to any governmental authority.

“Consolidated Interest Expense” means, for any period, the interest expense of the Company and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including but not limited to the portion of any payments or accruals with respect to Capitalized Lease Obligations that are allocable to interest expense, excluding (w) any write-offs of capitalized fees under the Credit Facility and all amendments thereto, (x) all non-cash charges for the amortization of purchase price adjustments in connection with the acquisition of Knight-Ridder, Inc., (y) all non-cash charges for the amortization of original issue discount with respect to the notes, and (z) any interest on tax reserves to the extent the Company has elected to treat such interest as an interest expense under FIN 48 since its adoption.

“Consolidated Leverage Ratio” means at any date of determination the ratio of: (1) the sum of the aggregate outstanding amount of Indebtedness of the Company and the Restricted Subsidiaries as of the date of determination on a consolidated basis in accordance with GAAP to (2) the Company’s Consolidated EBITDA for the four most recently completed fiscal quarters (the “Four Quarter Period”) ending on or prior to the date of determination for which financial statements are publicly available.

For purposes of this definition, the Company’s “Consolidated EBITDA” shall be calculated on a pro forma basis after giving effect to any Asset Dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Company or one of the Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) Incurring Indebtedness and the application of Asset Sale Proceeds) at any time on or subsequent to the first day of the Four Quarter Period and on or prior to the date of determination, as if such Asset Disposition or Asset Acquisition occurred on the first day of the Four Quarter Period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations shall be (x) made in good faith by a responsible financial or accounting officer of the Company (and may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such Asset Disposition or Asset Acquisition which is being given pro forma effect that have been or are expected to be realized within twelve (12) months after the date of such Asset Disposition or Asset Acquisition as the result of specified actions taken or to be taken within six (6) months after such date) and, except as otherwise provided herein or (y) determined in accordance with Regulation S-X.

“Consolidated Net Income” means, for any period, the net income (loss) of the Company and its consolidated Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP (before preferred stock dividends); provided, however, that there will not be included in such Consolidated Net Income:

(1) any net income (loss) of any Person if such Person is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except that:

(a) subject to the limitations contained in clauses (3) through (6) below, the Company’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (2) below); and

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(b) the Company’s equity in a net loss of any such Person for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary during such period;

(2) solely for the purpose of determining the amount available for Restricted Payments under clause (c)(i) of the first paragraph of “—Certain Covenants—Limitation on restricted payments,” any net income (but not loss) of any Restricted Subsidiary (other than a Subsidiary Guarantor) if such Restricted Subsidiary is subject to prior government approval or other restrictions due to the operation of its charter or any agreement, instrument, judgment, decree, order, statute, rule or government regulation (which have not been waived), directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:

(a) subject to the limitations contained in clauses (3) through (6) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and

(b) the Company’s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net income;

(3) any after-tax effect of gain or loss (less all fees and expenses relating thereto) realized upon sales or other dispositions of any assets of the Company or such Restricted Subsidiary (including pursuant to any Sale/Leaseback Transaction) other than in the ordinary course of business;

(4) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments;

(5) the after-tax effect of extraordinary gain or loss;

(6) the after-tax effect of the cumulative effect of a change in accounting principles;

(7) any after-tax effect of non-cash impairment charges recorded in connection with the application of Financial Accounting Standard No. 142 “Goodwill and Other Intangibles” and Financial Accounting Standard No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets”; and

(8) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary; provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Company (other than Disqualified Stock).

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who: (1) was a member of such Board of Directors on the Issue Date; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election either by a specific vote or by approval of a proxy statement issued by the Company on behalf of its entire Board of Directors in which such individual is named as a nominee for director.

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“Credit Facility” means the amended and restated credit agreement dated as of February 11, 2010, by and among the Company, the lenders party thereto in their capacities as lenders thereunder and Bank of America, N.A., as administrative agent and collateral agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “—Certain covenants—Limitation on indebtedness” and “—Certain covenants—Limitation on liens”).

“Credit Facility Obligations” means “Obligations” as defined in the Credit Facility.

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement as to which such Person is a party or a beneficiary.

“Debt Facility” or “Debt Facilities” means, with respect to the Company or any Subsidiary Guarantor, one or more financing arrangements (including, without limitation, credit facilities, indentures and note purchase agreements and including the Credit Facility) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness or issuances of debt securities evidenced by notes, debentures, bonds or similar instruments, in each case, as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities) in whole or in part from time to time (and whether or not with the original trustee, administrative agent, holders and lenders or another trustee, administrative agent or agents), including, without limitation, any agreement extending the maturity thereof or increasing the amount of available borrowings thereunder pursuant to incremental facilities or adding Subsidiaries of the Company as additional guarantors thereunder, and whether or not increasing the amount of Indebtedness that may be issued thereunder.

“Default” means any event or condition that is, or after notice or passage of time or both would be, an Event of Default.

“Designated Non-cash Consideration” means any consideration which is not cash or Cash Equivalents received by the Company or its Restricted Subsidiaries in connection with an Asset Disposition that is designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate executed by the Company at the time of such Asset Disposition. Any particular item of Designated Non-cash Consideration will cease to be considered to be outstanding once it has been transferred, sold or otherwise exchanged for or converted into or for cash or Cash Equivalents.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary (it being understood that upon such conversion or exchange it shall be an Incurrence of such Indebtedness or Disqualified Stock)); or

(3) is redeemable at the option of the holder of the Capital Stock in whole or in part,

in each case on or prior to the date 91 days after the earlier of the final maturity date of the notes or the date the notes are no longer outstanding; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any

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Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a Change of Control or Asset Disposition (each defined in a substantially identical manner to the corresponding definitions in the Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the Company may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Company with the provisions of the Indenture described under the captions “Change of control” and “Certain covenants—Limitation on sales of assets and subsidiary stock” and such repurchase or redemption complies with “Certain covenants—Limitation on restricted payments.”

“Equity Offering” means a public or private offering for cash by the Company of its Common Stock, perpetual Preferred Stock, or options, warrants or rights with respect to its Common Stock, other than (x) public offerings with respect to the Company’s Common Stock, or options, warrants or rights, registered on Form S-4 or S-8, (y) an issuance to any Subsidiary or (z) any offering of Common Stock issued in connection with a transaction that constitutes a Change of Control.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Existing Notes” means the Company’s 15.75% Senior Notes due July 15, 2014, 4.625% Notes due November 1,2014, 5.750% Notes due September 1,2017, 7.15% Debentures due November 1, 2027 and 6.875% Debentures due March 15, 2029 and any Refinancing Indebtedness in respect of any such debt securities (including successive refinancings).

“Fair Market Value” means, with respect to any property, the price that would reasonably be expect to be paid in an arm’s length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, except as otherwise provided, by (x) if such decision involves a determination of Fair Market Value equal or less than $50.0 million, in good faith by any member of the Senior Management of the Company and (y) if such decision involves the determination of Fair Market Value in excess of $50.0 million, in good faith by the Board of Directors of the Company.

“Family Percentage Holding” means the aggregate percentage of the securities held by a Qualified Trust representing, directly or indirectly, an interest in voting shares or rights to voting shares of the Company that it is reasonable, under all the circumstances, to regard as being held beneficially for Qualified Persons (or any class consisting of two or more Qualified Persons); provided, however, always that in calculating the Family Percentage Holding (A) in respect of any power of appointment or discretionary trust capable of being exercised in favor of any of the Qualified Persons such trust or power shall be deemed to have been exercised in favor of Qualified Persons until such trust or power has been otherwise exercised; (B) where any beneficiary of a Qualified Trust has assigned, transferred or conveyed, in any manner whatsoever, his or her beneficial interest to another Person, then, for the purpose of determining the Family Percentage Holding in respect of such Qualified Trust, the Person to whom such interest has been assigned, transferred or conveyed shall be regarded as the only Person beneficially interested in the Qualified Trust in respect of such interest but in the case where the interest so assigned, transferred or conveyed is an interest in a discretionary trust or is an interest which may arise as a result of the exercise in favor of the assignor of a discretionary power of appointment and such discretionary trust or power of appointment is also capable of being exercised in favor of a Member of McClatchy Family, such discretionary trust or power shall be deemed to have been so exercised in favor of Qualified Persons until it has in fact been otherwise exercised; and (C) the interest of any Permitted Residuary Beneficiary shall be ignored until its interest has indefeasibly vested.

“Foreign Subsidiary” means any Restricted Subsidiary that is not organized under the laws of the United States of America or any state thereof or the District of Columbia and any Subsidiary of such Restricted Subsidiary.

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“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession; provided that, except as otherwise provided in the Indenture, all calculations made for purposes of determining compliance with the terms of the Indenture shall use GAAP as in effect on the Issue Date. All ratios and computations based on GAAP contained in the Indenture will be computed in conformity with GAAP, except that in the event the Company is acquired in a transaction that is accounted for using purchase accounting, the effects of the application of purchase accounting shall be disregarded in the calculation of such ratios and other computations contained in the Indenture.

“Good Faith by the Company” means the decision in good faith by a responsible financial or accounting officer of the Company.

“Guarantee” means any obligation, contingent or otherwise, of any Person, directly or indirectly, guaranteeing any Indebtedness or other financial obligations of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

(2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other financial obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor Subordinated Obligation” means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Agreement.

“Holder” means a Person in whose name a note is registered on the Registrar’s books.

“Immaterial Subsidiary” means, as of any date, any Wholly Owned Subsidiary (other than a Foreign Subsidiary) whose total assets, as of that date, are less than $5.0 million and whose total revenues for the most recent 12-month period do not exceed $5.0 million; provided that a Wholly Owned Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, Incurs any Pari Passu Lien Indebtedness.

“Incur” means to issue, create, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary; and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

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(2) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) the principal component of all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto, except to the extent such reimbursement obligation relates to a Trade Payable or similar obligation to a trade creditor in each case incurred in the ordinary course of business) other than obligations with respect to letters of credit, bankers’ acceptances or similar instruments securing obligations (other than obligations described in clauses (1) and (2) above and clause (5) below) entered into in the ordinary course of business of such Person to the extent such letters of credit, bankers’ acceptances or similar instruments are not drawn upon or, to the extent drawn upon, such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit, bankers’ acceptance or similar instrument;

(4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except Trade Payables), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto, except (i) any such balance that constitutes a Trade Payable, accrued liability or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, and (ii) any earn-out obligation until the amount of such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP;

(5) Capitalized Lease Obligations and all Attributable Indebtedness of such Person (whether or not such items would appear on the balance sheet of the guarantor or obligor);

(6) the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary that is not a Subsidiary Guarantor, any Preferred Stock (but excluding, in each case, any accrued dividends);

(7) the principal component of all indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such indebtedness of such other Persons;

(8) the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person (whether or not such items would appear on the balance sheet of the guarantor or obligor); and

(9) to the extent not otherwise included in this definition, net Hedging Obligations of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such time).

In no event shall the term “Indebtedness” include (i) any indebtedness under any overdraft or cash management facilities so long as any such indebtedness is repaid in full no later than five Business Days following the date on which it was incurred or in the case of such indebtedness in respect of credit or purchase cards, within 60 days of its incurrence, (ii) obligations in respect of performance, appeal or other surety bonds or completion guarantees incurred in the ordinary course of business, (iii) except as provided in clause (5) above, any obligations in respect of a lease properly classified as an operating lease in accordance with GAAP, (iv) any liability for federal, state, local or other taxes not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by GAAP or (v) any customer deposits or advance payments received in the ordinary course of business.

The amount of Indebtedness of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the

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contingency giving rise to the obligation, of any contingent obligations at such date; provided that contingent obligations arising in the ordinary course of business and not with respect to borrowed money of such Person or other Persons shall not be deemed to constitute Indebtedness. Notwithstanding the foregoing, money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to prefund the payment of interest on such Indebtedness shall not be deemed to be “Indebtedness,” provided that such money is held to secure the payment of such interest.

“Independent Financial Advisor” means (1) an accounting, appraisal or investment banking firm or (2) a consultant to Persons engaged in a Related Business, in each case of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“Intercreditor Agreement” means the Intercreditor Agreement to be entered into among the Company, the Subsidiary Guarantors, the Trustee, the Collateral Agent, on behalf of itself and the Holders and the Credit Facility Agent, on behalf of itself and the lenders thereunder, as the same may be amended, supplemented or otherwise modified from time to time.

“Interest Rate Agreement” means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary.

“Investment” in any Person means any direct or indirect advance, loan (other than advances or extensions of credit in the ordinary course of business that are in conformity with GAAP recorded as accounts receivable on the balance sheet of the Company or its Restricted Subsidiaries) or other extensions of credit (including by way of Guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that none of the following will be deemed to be an Investment:

(1) Hedging Obligations entered into in the ordinary course of business and in compliance with the Indenture;

(2) endorsements of negotiable instruments and documents in the ordinary course of business;

(3) an acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for consideration to the extent such consideration consists of Common Stock of the Company;

(4) a deposit of funds in connection with an acquisition; provided that either such acquisition is consummated by or through a Restricted Subsidiary or such deposit is returned to the Person who made it;

(5) an account receivable arising, or prepaid expenses or deposits made, in the ordinary course of business; and

(6) licensing or transfer of know-how or intellectual property or the providing of services in the ordinary course of business.

For purposes of “—Certain covenants—Limitation on restricted payments,”

(1) “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted

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Subsidiary in an amount (if positive) equal to (a) the Company’s aggregate “Investment” in such Subsidiary as of the time of such redesignation less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets (as conclusively determined in good faith by the Board of Directors of the Company) of such Subsidiary at the time that such Subsidiary is so redesignated a Restricted Subsidiary; and

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s Investors Service, Inc. and BBB- (or the equivalent) by Standard & Poor’s Ratings Group, Inc., in each case, with a stable or better outlook; provided that a change in outlook shall not by itself cause the Company to lose its Investment Grade Rating.

“Issue Date” means February 11, 2010.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease (or any filing or agreement to give any financing statement in connection therewith) be deemed to constitute a Lien.

“Member of the McClatchy Family” means: (1) Trust for the Primary Benefit of James B. McClatchy, Trust for the Primary Benefit of William Ellery McClatchy, Trust for the Primary Benefit of Charles K. McClatchy, Trust for the Primary Benefit of Sue Stiles, James B. McClatchy Trust, McClatchy 1997 Charitable Remainder Trust, Molly Maloney Evangelisti, Brown McClatchy Maloney, Betty Lou Maloney Trust, William Ellery McClatchy, Kevin McClatchy, Adair McClatchy, Carlos McClatchy, William McClatchy, Trust A U/W of C. K. McClatchy, Trust FBO Britney Beth Maloney, Trust FBO Cortney Cate Maloney, Trust FBO Blaire Brinnen Maloney, Trust FBO Mallory McClatchy Maloney, 1993 Revocable Trust FBO Charles McClatchy, and Carolan Kelly Stiles; (2) the spouse, for the time being and from time to time, of any Person listed in clause (1) above; (3) after the death of any Person listed in clause (1) above, the widow or widower, if any, of any Person listed in clause (1) above; (4) the issue of any Person listed in clause (1) above; (5) individuals adopted by any Person listed in clause (1) above or adopted by any of the issue of any Person listed in clause (1) above; provided, however, that such individuals have not attained the age of majority at the date of such adoption, together with the issue of any such adopted individuals; provided that if any Person is born out of wedlock he shall not be deemed to be the issue of another Person for the purposes hereof unless and until he is proven or acknowledged to be the issue of such Person; or (6) a Qualified Trust, but only to the extent of its Family Percentage Holding of voting shares or rights to voting shares of the capital stock of the Company at such time.

“Miami Property” means the real property described in that certain Contract for Purchase and Sale of Real Property effective as of March 3, 2005 by and between The Miami Herald Publishing Company, Richwood, Inc., KR and Citisquare Group, LLC.

“Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities or other assets received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:

(1) all brokerage, legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition;

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(2) all payments made on any Indebtedness (other than Pari Passu Lien Indebtedness) that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or that must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;

(3) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition;

(4) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters; and

(5) any portion of the purchase price from an Asset Disposition placed in escrow (whether as a reserve for adjustment of the purchase price, or for satisfaction of indemnities in respect of such Asset Disposition);

provided, however, that in the cases of clauses (4) and (5), upon reversal of any such reserve or the termination of any such escrow, Net Available Cash shall be increased by the amount of such reversal or any portion of funds released from escrow to the Company or any Restricted Subsidiary.

“Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock of the Company or any Restricted Subsidiary or Indebtedness, the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

“Non-Guarantor Subsidiary” means any Restricted Subsidiary that is not a Subsidiary Guarantor. “Non-Recourse Debt” means Indebtedness of a Person:

(1) as to which neither the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise);

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3) the explicit terms of which provide there is no recourse against any of the assets of the Company or its Restricted Subsidiaries.

“Notes First Lien Percentage” means, at any time for purposes of “Certain covenants—Limitation on sales of assets and subsidiary stock,” a fraction (expressed as a percentage), the numerator of which is the outstanding principal amount of the notes at such time and the denominator of which is the outstanding principal amount of all outstanding Pari Passu Lien Indebtedness (including the notes) at such time requiring a prepayment from a specified Asset Disposition.

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“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foregoing law), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company or, in the event that a Person is a partnership or a limited liability company that has no such officers, a person duly authorized under applicable law by the general partner, managers, members or a similar body to act on behalf of such Person. Officer of any Subsidiary Guarantor has a correlative meaning.

“Officers’ Certificate” means a certificate signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or a Subsidiary Guarantor.

“Pari Passu Lien Indebtedness” means Indebtedness that is secured by a Lien permitted by clause (1) or (35) of the definition of “Permitted Liens”.

“Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:

(1) the Company or a Restricted Subsidiary, including through the purchase of Capital Stock of a Restricted Subsidiary;

(2) any Investment by the Company or any of its Restricted Subsidiaries in a Person that is engaged in a Related Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(3) cash and Cash Equivalents or Investments that constituted Cash Equivalents at the time made;

(4) receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(5) commission, relocation, entertainment, payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(6) loans or advances to, or guarantees of third party loans to, employees, officers or directors of the Company or any Restricted Subsidiary in the ordinary course of business in an aggregate amount outstanding at any time not in excess of $5 million with respect to all loans or advances or guarantees made since the Issue Date (without giving effect to the forgiveness of any such loan);

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(7) any Investment acquired by the Company or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a judgment, bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable;

(b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; or

(c) in the form of notes payable, or stock or other securities issued by account debtors to the Company or any Restricted Subsidiary pursuant to negotiated agreements with respect to the settlement of such account debtor’s accounts, and other Investments arising in connection with the compromise, settlement or collection of accounts receivable, in each case in the ordinary course of business;

(8) Investments made as a result of the receipt of non-cash consideration (including Designated Non-cash Consideration) from an Asset Disposition that was made pursuant to and in compliance with “—Certain covenants—Limitation on sales of assets and subsidiary stock” or any other disposition of assets not constituting an Asset Disposition;

(9) Investments in existence on the Issue Date, and any extension, modification or renewal of any such Investments, or Investments purchased or received in exchange for such Investments, existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);

(10) any Person to the extent such Investments consist of Currency Agreements, Interest Rate Agreements, Commodity Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance with “—Certain covenants—Limitation on indebtedness”;

(11) Guarantees of Indebtedness issued in accordance with “—Certain covenants—Limitation on indebtedness”;

(12) Investments made in connection with the funding of contributions under any non-qualified retirement plan or similar employee compensation plan, including, without limitation, split-dollar insurance policies, in an amount not to exceed the amount of compensation expense recognized by the Company and its Restricted Subsidiaries in connection with such plans;

(13) Investments received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor;

(14) any Person to the extent such Investments consist of prepaid expenses, negotiable instructions held for collection and lease, utility, unemployment insurance, workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary;

(15) prepayments and other credits to suppliers made in the ordinary course of business;

(16) endorsements of negotiable instruments and documents in the ordinary course of business;

(17) loans or advances or similar transactions with customers, distributors, clients, developers, suppliers or purchasers of goods or services in the ordinary course of business;

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(18) Investments by the Company in connection with joint production arrangements in the form of dispositions of equipment to a joint venture entity in exchange for Capital Stock of or Indebtedness of the joint venture entity so long as within 30 days after such disposition, the Company’s or the applicable Restricted Subsidiary’s Capital Stock or Indebtedness in such entity are pledged to the Collateral Agent; and

(19) Investments by the Company or any of its Restricted Subsidiaries, together with all other Investments pursuant to this clause (19), in an aggregate amount at the time of such Investment not to exceed $85.0 million outstanding at any one time (with the Fair Market Value of such Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Junior Lien Intercreditor Agreement” means an intercreditor agreement between the Collateral Agent and the trustee or agent for the holders of any obligations secured by Liens that are subordinated to the Liens securing the notes (the “Junior Liens”), on terms determined by the Company to be customary lien subordination terms for junior lien debt securities; provided that such intercreditor agreement shall provide:

• Lien Priority. Notwithstanding the time, order or method of grant, creation, attachment or perfection of any Liens securing the notes and such Junior Liens, the Liens securing the notes shall rank senior to any Junior Liens on the Collateral.

• Prohibition on Contesting Liens and Obligations. No holder of any obligation secured by any Junior Liens shall contest the validity or enforceability of the Liens securing the notes.

• Exercise of Remedies and Release of Liens. Until the payment and discharge in full of all obligations under the Indenture, the Collateral Agent will have the sole power to exercise remedies against the Collateral (subject to the right of the holders of obligations secured by Junior Liens to take protective measures with respect to the Junior Liens that the Company determines are customarily provided to junior lien creditors) and to foreclose upon and dispose of the Collateral. Upon any private or public sale of Collateral taken in connection with the exercise of remedies by the Collateral Agent which results in the release of the Liens securing the notes, the Junior Liens on such item of Collateral will be automatically released.

• Application of Proceeds and Turn-Over Provisions. In connection with any enforcement action with respect to the Collateral or any insolvency or liquidation proceeding involving the Company or any Guarantor, all proceeds of Collateral will first be applied to the repayment of all obligations under the notes prior to being applied to the obligations secured by such Junior Liens. If any holder of an obligation secured by Junior Liens receives any proceeds of Collateral in contravention of the foregoing, such proceeds will be turned over to the Collateral Agent.

• Certain Matters in Connection with Liquidation and Insolvency Proceedings.

• Debtor-in-Possession Financings. In connection with any insolvency or liquidation proceeding of the Company or any Subsidiary Guarantor, the Collateral Agent or holders of Pari Passu Lien Indebtedness may consent to debtor-in-possession financings secured by a Lien on the Collateral ranking prior to or pari passu with the Lien on such Collateral securing the Notes or to the use of cash collateral constituting proceeds of the Collateral without the consent of any holder of obligations secured by Junior Liens, and no holder of obligations secured by such Junior Liens shall be entitled to object to such use of cash collateral or debtor-in-possession financing or to seek “adequate protection” in connection therewith (other than in the form of a junior lien on any additional items of collateral for the Notes which are granted in connection with such debtor-in-possession financing or use of cash collateral).

• Relief from Automatic Stay; Bankruptcy Sales and Post-Petition Interest. No holder of any obligation secured by Junior Liens may, without the consent of the Holders of notes (x) seek relief

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from the automatic stay with respect to any Collateral, (y) object to any sale of any Collateral in any insolvency or liquidation proceeding which has been consented to by the Collateral Agent (provided that the Junior Liens attach to the proceeds of such sale with the priority set forth in the Permitted Junior Lien Intercreditor Agreement) or (z) object to any claim of any Holder of notes to post-petition interest, fees or expenses on account of the Liens securing the notes.

• Plans of Reorganization. No holder of obligations secured by Junior Liens shall support any plan or reorganization in connection with any insolvency or liquidation proceeding that is in contravention of the Intercreditor Agreement without the consent of the Holders of notes.

“Permitted Liens” means, with respect to any Person:

(1) Liens on the Collateral securing Indebtedness Incurred pursuant to clause (1) of the second paragraph under “—Certain covenants—Limitation on indebtedness”;

(2) pledges or deposits by such Person under workers’ compensation laws, unemployment, general insurance and other insurance laws and old age pensions and other social security or retirement benefits or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(3) Liens imposed by law and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens, in each case Incurred in the ordinary course of business;

(4) Liens for taxes, assessments or other governmental charges or levies not yet subject to penalties for non-payment or that are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;

(5) Liens in favor of issuers of surety, appeal or performance bonds or letters of credit or bankers’ acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(6) minor survey exceptions, encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(7) Liens securing Hedging Obligations relating to Indebtedness so long as the related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligation;

(8) leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) that do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;

(9) judgment Liens not giving rise to an Event of Default, and Liens securing appeal or surety bonds related to such judgment, so long as any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

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(10) Liens for the purpose of securing (A) any Attributable Indebtedness in respect of a Sale/ Leaseback Transaction Incurred pursuant to clause (17) of the second paragraph of “—Certain covenants—Limitation on indebtedness” or (B) the payment of all or a part of the purchase price of, or Capitalized Lease Obligations, mortgage financings, Purchase Money Indebtedness or other payments Incurred to finance assets or property (other than Capital Stock or other Investments) acquired, constructed, improved or leased in the ordinary course of business; provided that, in the case of this subclause (10)(B):

(a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred under the Indenture and does not exceed the cost of the assets or property so acquired, constructed or improved, plus reasonable fees and expenses of such Person incurred in connection therewith; and

(b) such Liens are created within 180 days of construction, acquisition or improvement of such assets or property and do not encumber any other assets or property of the Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto and the proceeds thereof;

(11) Liens that constitute banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a bank, depositary or other financial institution, whether arising by operation of law or pursuant to contract;

(12) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(13) Liens existing on the Issue Date (other than Liens permitted under clause (1) above or (35)(x)(A) below);

(14) Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided further, however, that any such Lien may not extend to any other property owned by the Company or any Restricted Subsidiary;

(15) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(16) Liens securing indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary;

(17) Liens on Capital Stock of Unrestricted Subsidiaries and Liens on property of an Unrestricted Subsidiary at the time that it is designated as a Restricted Subsidiary; provided that such Liens were not incurred in connection with or in contemplation of such designation;

(18) deposits as security for contested taxes or contested import to customs duties;

(19) Liens securing Refinancing Indebtedness incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, indebtedness that was previously so secured pursuant to clauses (10), (13), (14), (15) and (19) of this definition; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder;

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(20) any interest or title of a lessor under any operating lease;

(21) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with importation of goods;

(23) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(24) Liens on funds of the Company or any Subsidiary held in deposit accounts with third party providers of payment services securing credit card charge-back reimbursement and similar cash management obligations of the Company or the Subsidiaries;

(25) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

(26) Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder;

(27) Liens on insurance policies and proceeds of insurance policies (including rebates of premiums) securing Indebtedness incurred pursuant to clause (12) under the covenant described under “—Limitation on indebtedness” to finance the payment of premiums on the insurance policies subject to such Liens;

(28) statutory, common law or contractual Liens of landlords;

(29) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement pursuant to which Indebtedness Permitted under “—Certain covenants—Limitation on indebtedness” is Incurred;

(30) Liens on any cash earnest money deposit made by the Company or any Restricted Subsidiary in connection with any letter of intent or acquisition agreement that is not prohibited by the Indenture;

(31) Liens in favor of credit card processors granted in the ordinary course of business;

(32) Liens arising in connection with Cash Equivalents describe in clause (5) of the definition of Cash Equivalents;

(33) Liens securing other obligations in an amount not to exceed $25.0 million at any time outstanding;

(34) Liens securing cash management obligations incurred in the ordinary course of business; and

(35) Liens securing (x)(A) Indebtedness Incurred pursuant to clause (2) of the second paragraph under “—Certain covenants—Limitation on indebtedness”, (B) Hedging Obligations and cash management obligations that are secured ratably (other than with respect to cash collateral for letters of credit) with Indebtedness outstanding pursuant to clause (2) of the second paragraph under “—Certain covenants—Limitation on indebtedness” and (C) Liens on cash or deposits granted to the collateral agent with respect to Indebtedness Incurred pursuant to clause (2) of the second paragraph under “—Certain covenants—Limitation of indebtedness” in respect of letters of credit issued and outstanding thereunder and (y) additional Pari Passu Lien Indebtedness in excess of the maximum amount permitted by clause (x)(A) above to the extent that after giving pro forma effect to the Incurrence of such Indebtedness under this clause (y) and the application of the proceeds therefrom on such date, the

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Priority Leverage Ratio of the Company and the Restricted Subsidiaries would not exceed 3.25 to 1.00; provided that such Liens are subject to the terms of the Intercreditor Agreement; provided, further, that for all purposes of this clause (35) only, Indebtedness under a revolving credit facility shall be deemed to be Incurred on the date on which commitments are provided with respect thereto and shall be deemed to have remained outstanding at all times until such commitments have been terminated.

“Permitted Residuary Beneficiary” means any Person who is a beneficiary of a Qualified Trust and, under the terms of the Qualified Trust, is entitled to distributions out of the capital of such Qualified Trust only after the death of all of the Qualified Persons who are beneficiaries of such Qualified Trust.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision hereof or any other entity.

“Preferred Stock” means, as applied to the Capital Stock of any corporation, Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Priority Leverage Ratio” means, at any date, the ratio of:

(i) the sum, without duplication, of (x) the aggregate principal amount of Pari Passu Lien Indebtedness of the Company and its Restricted Subsidiaries and (y) the aggregate principal amount of Indebtedness (other than Guarantor Subordinated Obligations) of the Subsidiary Guarantors, in each case, as of such date of calculation (determined on a consolidated basis in accordance with GAAP); provided that for purposes of calculating the Priority Leverage Ratio other than for purposes of determining the permissibility of any transaction under “—Certain covenants—Limitation on restricted payments,” Indebtedness under a revolving credit facility shall be deemed to be incurred on the date on which commitments are provided with respect thereto and shall be deemed to have remained outstanding at all times until such commitments have been terminated, to

(ii) Consolidated EBITDA of the Company for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional indebtedness is incurred;

and in each case with such pro forma adjustments as are consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Leverage Ratio.

“Purchase Money Indebtedness” means Indebtedness (including Capitalized Lease Obligations) Incurred (within 365 days of such purchase or lease) to finance or refinance the purchase, lease, construction, installation, or improvement of any assets used or useful in a Related Business (whether through the direct purchase of assets or through the purchase of Capital Stock of any Person owning such assets).

“Qualified Person” means a Person referred to in clauses (1) through (5) of the definition of Member of the McClatchy Family or the spouse, widow or widower for the time being and from time to time of any Person described in clause (4) or (5) of the definition of “Member of the McClatchy Family.”

“Qualified Trust” means a trust (whether testamentary or inter vivos) any beneficiary of which is a Qualified Person.

“Rating Agencies” means Standard & Poor’s Ratings Group, Inc. and Moody’s Investors Service, Inc. or if Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both shall not make a rating on the notes publicly available, a nationally recognized statistical Rating Agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Board of Directors) which shall be substituted for Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both, as the case may be.

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“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, replace, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for or to consolidate, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that is Incurred to Refinance any Indebtedness existing on the Issue Date or Incurred in compliance with the Indenture (including Indebtedness of the Company that Refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that Refinances Indebtedness of another Restricted Subsidiary (except that a Subsidiary Guarantor shall not Refinance Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor)), including Indebtedness that Refinances Refinancing Indebtedness, provided, however, that:

(1) if the Stated Maturity of the Indebtedness being Refinanced is later than the Stated Maturity of the notes, the entire principal amount of the Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the notes;

(2) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced at such time;

(3) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay interest, premiums required by the instruments governing such existing Indebtedness or premiums necessary to effectuate such Refinancing and costs, fees and expenses Incurred in connection therewith);

(4) if the Indebtedness being Refinanced is subordinated in right of payment to the notes or the Subsidiary Guarantee, such Refinancing Indebtedness is subordinated in right of payment to the notes or the Subsidiary Guarantee on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being Refinanced; and

(5) Refinancing Indebtedness shall not include (x) Indebtedness of a Non-Guarantor Subsidiary that refinances Indebtedness of the Company or a Subsidiary Guarantor, (y) Indebtedness of a Subsidiary Guarantor that refinances Existing Notes that mature after February 15, 2017 or (z) Indebtedness of a Subsidiary Guarantor (other than Guarantor Subordinated Obligations) that refinances Existing Notes that mature on or prior to February 15, 2017 unless (i) on the date such Indebtedness is incurred and, after giving effect thereto and the application of the proceeds thereof on a pro forma basis the Priority Leverage Ratio would be no greater than 3.25 to 1.00 or (ii) such Indebtedness constitutes Guarantor Subordinated Obligations.

“Registration Rights Agreement” means the registration rights agreement among the Company, the Subsidiary Guarantors and the initial purchasers entered into in connection with the notes.

“Related Business” means any business that is the same as or related, ancillary or complementary to any of the businesses of the Company and its Restricted Subsidiaries on the Issue Date and any reasonable extension or evolution of any of the forgoing, including without limitation, the online business of the Company and its Restricted Subsidiaries.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

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“Sale/Leaseback Transaction” means any direct or indirect arrangement relating to property now owned or hereafter acquired by the Company or a Restricted Subsidiary whereby the Company or such Restricted Subsidiary transfers such property to a Person (other than the Company or any of its Subsidiaries) and the Company or such Restricted Subsidiary leases it from such Person.

“SEC” means the United States Securities and Exchange Commission.

“Secured Party” means (i) the Holders, (ii) the Trustee, (iii) the Collateral Agent and (iv) any successors, indorsees, transferees and assigns of each of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Management” means the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of the Company.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stated Maturity” means, with respect to any security, the date specified in the agreement governing or certificate relating to such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subordinated Obligation” means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) that is subordinated or junior in right of payment to the notes pursuant to a written agreement. No Indebtedness of the Company shall be deemed to be subordinated or junior in right of payment to any other Indebtedness of the company solely by virtue of Liens, guarantees, maturity or payments or structural subordination.

“Subsidiary” of any Person means (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof), or (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof). Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Company.

“Subsidiary Guarantee” means, individually, any Guarantee by a Subsidiary Guarantor pursuant to the terms of the Indenture and any supplemental indenture thereto, and, collectively, all such Guarantees. Each such Subsidiary Guarantee will be in the form prescribed by the Indenture.

“Subsidiary Guarantor” means each Restricted Subsidiary in existence on the Issue Date that provides a Subsidiary Guarantee on the Issue Date (and any other Restricted Subsidiary that provides a Subsidiary Guarantee in accordance with the Indenture); provided that upon release or discharge of such Restricted Subsidiary from its Subsidiary Guarantee in accordance with the Indenture, such Restricted Subsidiary ceases to be a Subsidiary Guarantor.

“substantially concurrent” means, with respect to two or more events, the occurrence of such events within 45 days of each other.

“Trade Payables” means, with respect to any Person, any accounts payable to trade creditors created, assumed or Guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.

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“Treasury Rate” means, as obtained by the Company, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 15, 2013; provided, however, that if the period from the redemption date to February 15, 2013 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to February 15, 2013 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of the Indenture.

“Trustee” means the party named as such in the indenture until a successor replaces it and, thereafter, means such successor.

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if:

(1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary;

(2) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter while they are Unrestricted Subsidiaries, consist of Non-Recourse Debt;

(3) such designation and the Investment of the Company in such Subsidiary complies with “—Certain covenants—Limitation on restricted payments”;

(4) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Company and its Subsidiaries;

(5) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation:

(a) to subscribe for additional Capital Stock of such Person; or

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(b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(6) on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary with terms substantially less favorable to the Company than those that might have been obtained from Persons who are not Affiliates of the Company.

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complies with the foregoing conditions. If, at anytime, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date.

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and the Company could incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the “Certain covenants—Limitation on indebtedness” covenant on a pro forma basis taking into account such designation.

“U.S. Government obligations” means securities that are (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the Holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors, managers or trustees, as applicable, of such Person.

“Wholly Owned Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares or local ownership shares) is owned by the Company or another Wholly Owned Subsidiary.

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Exchange offer and registration rights agreement

We entered into a registration rights agreement with the initial purchasers on February 11, 2010. In that agreement, we agreed for the benefit of the holders of the notes that we will use our reasonable efforts to file with the Commission and cause to become effective a registration statement relating to an offer to exchange the notes for an issue of notes registered with the Commission with terms substantially identical in all material respects to the notes (except that the exchange notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described below for failure to comply with the registration rights obligations). We have filed this registration statement to meet our obligations under this registration rights agreement. For details regarding the exchange offer, see “The exchange offer.”

If applicable interpretations of the staff of the Commission do not permit us to effect the exchange offer, we will use our reasonable efforts to cause to become effective a shelf registration statement relating to resales of the notes and to keep that shelf registration statement effective until two years after the closing date or such shorter period that will terminate when all notes covered by the shelf registration statement have been sold. We will, in the event of such a shelf registration, provide to each noteholder named therein copies of a prospectus, notify each such noteholder when the shelf registration statement has become effective and take certain other actions to permit resales of the notes as required under the provisions of the registration rights agreement. A noteholder that sells notes under the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement that are applicable to such a noteholder (including certain indemnification obligations). We may require each noteholder requesting to be named as a selling security holder in the shelf registration statement to furnish to us such information regarding the noteholder and the distribution of the notes or exchange notes by such noteholder as we may from time to time reasonably require for inclusion of the noteholder in the shelf registration statement. We may refuse to name a noteholder as a selling security holder if such noteholder fails to provide us with such requested information.

If the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before the date that is 210 days after the closing date, the annual interest rate borne by the notes will be increased by 0.25% per annum (which interest rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 0.5% per annum) until the earliest of the date that the exchange offer is completed, the shelf registration statement is declared effective or two years after the original issue date of the notes. The amounts of additional interest will be payable in cash on the same interest payment dates as interest on the notes is payable.

If we effect the exchange offer, we will be entitled to close the exchange offer 20 business days after its commencement, provided that we have accepted all notes validly surrendered in accordance with the terms of the exchange offer. Notes not tendered in the exchange offer shall bear interest at the rate set forth on the cover page of this prospectus and be subject to all the terms and conditions specified in the indenture, including transfer restrictions.

This summary of the provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, a copy of which is available from us upon request.

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Book-entry settlement and clearance

The exchange notes will be represented by permanent global notes in definitive, fully registered book-entry form (each, a “global security”) which will be registered in the name of a nominee of The Depository Trust Company, or DTC, and deposited on behalf of purchasers of the exchange notes represented thereby with the trustee as custodian for DTC for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at DTC.

You may hold your beneficial interests in a global security directly through DTC if you have an account with DTC or indirectly through organizations that have accounts with DTC (called “participants”).

Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in a global security will be shown on, and the transfer of those beneficial interests will be effected only through, records maintained by DTC (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in such global security other than participants). The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in a global security.

Payment of principal of, premium (if any) and interest on the exchange notes represented by a global security will be made in immediately available funds to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the notes represented thereby for all purposes under the indenture. We expect that upon receipt of any payment of principal of or interest on any global security, DTC will credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such global security as shown on the records of DTC. We expect that payments by participants or indirect participants to owners of beneficial interests in a global security held through such participants or indirect participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in “street name” and will be the sole responsibility of such participants or indirect participants.

Neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial interests in a global security for any exchange notes or for maintaining, supervising or reviewing any records relating to such beneficial interests or for any other aspect of the relationship between DTC and its participants or indirect participants or the relationship between such participants or indirect participants and the owners of beneficial interests in a global security owning through such participants.

A global security may not be transferred except as a whole by DTC or a nominee of DTC to a nominee of DTC or to DTC. Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days;

• we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes; or

• certain other events provided in the indenture should occur.

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Any global security that is exchangeable for certificated notes pursuant to one of the provisions set forth above will be exchanged for certificated notes in authorized denominations and registered in such names as DTC or any successor depositary holding such global security may direct. Subject to the foregoing, a global security is not exchangeable, except for a global security of like denomination to be registered in the name of DTC or any successor depositary or its nominee. In the event that a global security becomes exchangeable for certificated notes:

• certificated notes will be issued only in fully registered form in denominations of $2,000 or integral multiples of $1,000 in excess of $2,000,

• payment of principal of, and premium, if any, and interest on, the certificated notes will be payable, and the transfer of the certificated notes will be registrable, at our office or agency maintained for such purposes, and

• no service charge will be made for any registration of transfer or exchange of the certificated notes, although we may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

So long as DTC or any successor depositary for a global security, or any nominee, is the registered owner of such global security, DTC or such successor depositary or nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such global security for all purposes under the indenture and the notes. Except as set forth above, owners of beneficial interests in a global security will not be entitled to have the notes represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of certificated notes in definitive form and will not be considered to be the owners or holders of any notes under such global security for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of DTC or any successor depositary, and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indenture. We understand that under existing industry practices, in the event that we request any action of holders or that an owner of a beneficial interest in a global security desires to give or take any action which a holder is entitled to give or take under the indenture, DTC or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

DTC has advised us that DTC is:

• a limited-purpose trust company organized under the laws of the State of New York,

• a member of the Federal Reserve System,

• a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and

• a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

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Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in global securities among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

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Certain U.S. federal income tax considerations

This section is a discussion of certain U.S. federal income tax considerations relating to the exchange offer. This summary does not provide a complete analysis of all potential tax considerations. The information provided below is based on existing U.S. federal tax authorities as of the date hereof, all of which are subject to change or differing interpretations, possibly with retroactive effect. There can be no assurances that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences of the exchange offer. This summary generally applies only to beneficial owners of the notes that hold the notes as “capital assets” (generally, for investment), and does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to a particular beneficial owner in light of the beneficial owner’s circumstances (for example, persons subject to the alternative minimum tax provisions of the Internal Revenue Code of 1986, as amended (the “Code”), or a U.S. holder (as defined below) whose “functional currency” is not the U.S. dollar). Also, it is not intended to address all categories of investors, some of which may be subject to special rules (such as partnerships or other pass-through entities (or investors in such entities), dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting, banks, thrifts, regulated investment companies, real estate investment trusts, insurance companies, tax-exempt entities, tax-deferred or other retirement accounts, former citizens or residents of the United States, persons holding notes as part of a hedging or conversion transaction or a straddle, or persons deemed to sell notes under the constructive sale provisions of the Code). Finally, the summary does not describe the effect of the U.S. federal estate and gift tax laws or the effects of any applicable non-U.S., state or local laws.

INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES OF U.S. FEDERAL ESTATE AND GIFT TAX LAWS, NON-U.S., STATE AND LOCAL TAX LAWS, AND TAX TREATIES.

As used herein, the term “U.S. holder” means a beneficial owner of the notes that, for U.S. federal income tax purposes is (1) an individual who is a citizen or resident of the United States, (2) a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if it (x) is subject to the primary supervision of a U.S. court and the control of one of more U.S. persons or (y) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. A “non-U.S. holder” is a beneficial owner of the notes that is an individual, corporation, estate or trust and is not a U.S. holder. If any entity or arrangement (domestic or foreign) that is treated as a partnership for U.S. federal income tax purposes is a beneficial owner of a note, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. A beneficial owner of a note that is a partnership, and partners in such partnership, should consult their own tax advisors about the U.S. federal income tax consequences of the exchange offer, and of purchasing, owning and disposing of the exchange notes.

The exchange of original notes for exchange notes pursuant to the exchange offer will not be a taxable exchange for U.S. federal income tax purposes. Accordingly, for U.S. federal income tax purposes, a holder should have the same tax basis and holding period in the exchange notes as the holder had in the original notes immediately before the exchange.

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Plan of distribution

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after consummation of this exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ,             20     , all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers or any other persons. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to this exchange offer, excluding underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, related to the sale or disposition of notes by a holder, and will indemnify the holders of the original notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act in connection with the exchange offer.

Each broker-dealer further acknowledges and agrees that, upon receipt of notice from us of the happening of any event which makes any statement in the prospectus untrue in any material respect or which requires the making of any changes in the prospectus to make the statements in the prospectus not misleading, which notice we agree to deliver promptly to such broker-dealer, such broker-dealer will suspend use of the prospectus until we have notified such broker-dealer that delivery of the prospectus may resume and have furnished copies of any amendment or supplement to the prospectus to the broker-dealer.

117

Legal matters

Certain legal matters relating to the validity of the notes offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California and New York, New York.

Experts

The consolidated financial statements included in this Prospectus and the effectiveness of The McClatchy Company’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Where you can find more information

We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the Commission. You may read any reports, proxy statements or other information that we file with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for more information about the operation of the public reference room. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission, including The McClatchy Company. The Commission’s Internet site can be found at www.sec.gov. Periodic and current reports we file with the Commission are available at our website www.mcclatchy.com. Information on our website is not incorporated by reference into this prospectus.

We “incorporate by reference” into this prospectus the documents listed below:

1. our Annual Report on Form 10-K for the year ended December 27, 2009, filed with the Commission on March 2, 2010, and our financial statements for the year ended December 27, 2009 as revised by the consolidated financial statements provided elsewhere in this prospectus;

2. the portion of our Proxy Statement for our 2010 Annual Meeting of Stockholders that is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 27, 2009 (but do not incorporate such Annual Report);

3. Our Quarterly Report on Form 10-Q for the quarter ended March 28, 2010, filed with the Commission on May 5, 2010 and our financial statements for the quarter ended March 28, 2010 as revised by the consolidated financial statements provided elsewhere in this prospectus; and

4. Our Current Reports on Form 8-K, filed with the Commission on January 1, 2010, January 27, 2010 (and only the first Current Report on Form 8-K filed on such date that does not include the press release relating to the Company’s results for the fourth quarter of 2010), January 29, 2010, February 9, 2010, February 17, 2010 and May 21, 2010.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus shall also be deemed to be incorporated herein by reference. We do not incorporate by reference any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K in any past or future filings, unless specifically stated otherwise. Any such information incorporated by reference would be an important part of this prospectus.

Information in this prospectus supersedes information that we filed with the Commission prior to the date of this prospectus, while information that we file later with the Commission will automatically update and supersede this prospectus. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request copies of our filings with the Commission and forms of documents pertaining to the securities offered hereby referred to in this prospectus without charge, by written or telephonic request directed to us at The McClatchy Company, 2100 Q Street, Sacramento, California 95816, Attention: Investor Relations, Telephone: (916) 321-1846.

118

INDEX TO FINANCIAL STATEMENTS AND

FINANCIAL STATEMENT SCHEDULES

	Page
As of and for the year ended December 27, 2009
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statement of Operations	F-4
Consolidated Balance Sheet	F-5
Consolidated Statement of Cash Flows	F-6
Consolidated Statement of Stockholders’ Equity	F-7
Notes to Consolidated Financial Statements	F-8
As of and for the quarter ended March 28, 2010
Condensed Consolidated Balance Sheet	F-50
Condensed Consolidated Statement of Operations	F-52
Condensed Consolidated Statement of Cash Flows	F-53
Condensed Consolidated Statement of Stockholders’ Equity	F-54
Notes to Condensed Consolidated Financial Statements	F-55

All other schedules are omitted as not applicable under the rules of Regulation S-X.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of The McClatchy Company:

We have audited the accompanying consolidated balance sheets of The McClatchy Company and subsidiaries (the Company) as of December 27, 2009 and December 28, 2008 and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 27, 2009. We also have audited the Company’s internal control over financial reporting as of December 27, 2009 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management Report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-2

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 27, 2009 and December 28, 2008 and the results of their operations and their cash flows for each of the three years in the period ended December 27, 2009, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 27, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/S/ DELOITTE & TOUCHE LLP

Sacramento, California

March 2, 2010 (June 3, 2010 as to Note 13)

F-3

CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except for per share amounts)

	Year Ended
	December 27, 2009			December 28, 2008			December 30, 2007
REVENUES - NET:
Advertising	$	1,143,129		$	1,568,766		$	1,911,722
Circulation		278,256			265,584			275,658
Other		50,199			66,106			72,983
		1,471,584			1,900,456			2,260,363
OPERATING EXPENSES:
Compensation		582,241			822,771			911,964
Newsprint and supplements		167,164			252,599			277,634
Depreciation and amortization		142,889			142,948			148,559
Other operating expenses		380,778			460,973			496,112
Goodwill and masthead impairment		—			59,563			2,992,046
		1,273,072			1,738,854			4,826,315
OPERATING INCOME (LOSS)		198,512			161,602			(2,565,952	)
NON-OPERATING (EXPENSES) INCOME:
Interest expense		(127,276	)		(157,385	)		(197,997	)
Interest income		47			1,429			243
Equity income (loss) in unconsolidated companies - net		2,130			(14,021	)		(36,899	)
Write-down of investments and land held for sale		(28,322	)		(26,462	)		(84,568	)
Gain on sale of SP Newsprint Company		208			34,417			—
Gain on extinguishment of debt		44,117			21,026			—
Gain on non-operating items and other - net		(5	)		1,479			1,982
		(109,101	)		(139,517	)		(317,239	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		89,411			22,085			(2,883,191	)
INCOME TAX PROVISION (BENEFIT)		29,147			19,278			(156,582	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		60,264			2,807			(2,726,609	)
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES		(6,174	)		(6,758	)		(9,404	)
NET INCOME (LOSS)	$	54,090		$	(3,951	)	$	(2,736,013	)
NET INCOME (LOSS) PER COMMON SHARE:
Basic:
Income (loss) from continuing operations	$	0.72		$	0.03		$	(33.26	)
Loss from discontinued operations		(0.07	)		(0.08	)		(0.11	)
Net income (loss) per share	$	0.65		$	(0.05	)	$	(33.37	)
Diluted:
Income (loss) from continuing operations	$	0.72		$	0.03		$	(33.26	)
Loss from discontinued operations		(0.07	)		(0.08	)		(0.11	)
Net income (loss) per share	$	0.65		$	(0.05	)	$	(33.37	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES:
Basic		83,785			82,333			82,000
Diluted		83,810			82,409			82,000

See notes to consolidated financial statements.

F-4

CONSOLIDATED BALANCE SHEET

(In thousands, except share amounts)

	December 27, 2009			December 28, 2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	6,157		$	4,998
Trade receivables, net of allowances of $10,298 in 2009 and $15,255 in 2008		205,840			243,700
Other receivables		9,660			16,544
Newsprint, ink and other inventories		36,374			49,301
Deferred income taxes		23,648			29,084
Income tax receivable		10,019			11,451
Land and other assets held for sale		6,390			182,566
Other current assets		23,153			19,085
		321,241			556,729
PROPERTY, PLANT AND EQUIPMENT:
Land		195,918			199,584
Building and improvements		389,803			390,890
Equipment		800,034			823,466
Construction in progress		3,091			5,071
		1,388,846			1,419,011
Less accumulated depreciation		(621,266	)		(576,134	)
		767,580			842,877
INTANGIBLE ASSETS:
Identifiable intangibles - net		711,758			771,076
Goodwill		1,006,020			1,006,020
		1,717,778			1,777,096
INVESTMENTS AND OTHER ASSETS
Investments in unconsolidated companies		322,109			323,257
Other assets		174,191			22,247
		496,300			345,504
TOTAL ASSETS	$	3,302,899		$	3,522,206
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	46,240		$	68,336
Accrued compensation		86,969			85,583
Income taxes payable		11,453			46,562
Unearned revenue		78,908			81,091
Accrued interest		21,148			22,107
Accrued dividends		—			7,431
Other accrued liabilities		18,492			36,481
		263,210			347,591
NON-CURRENT LIABILITIES:
Long-term debt		1,896,436			2,037,776
Deferred income taxes		243,167			202,015
Pension and postretirement obligations		604,701			747,720
Other long-term obligations		125,196			134,675
		2,869,500			3,122,186
COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY:
Common stock $.01 par value:
Class A - authorized 200,000,000 shares, issued 59,705,101 in 2009 and 57,520,445 in 2008		597			575
Class B - authorized 60,000,000 shares, issued 24,800,962 in 2009 and 25,050,962 in 2008		248			251
Additional paid-in capital		2,207,122			2,203,776
Retained earnings (accumulated deficit)		(1,783,101	)		(1,829,717	)
Treasury stock at cost, 37,902 shares in 2009 and 5,264 in 2008		(153	)		(144	)
Accumulated other comprehensive (loss)		(254,524	)		(322,312	)
		170,189			52,429
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,302,899		$	3,522,206

See notes to consolidated financial statements.

F-5

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

	December 27, 2009			December 28, 2008			December 30, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) from continuing operations	$	60,264		$	2,807		$	(2,726,609	)
Reconciliation to net cash provided by continuing operations:
Depreciation and amortization		142,889			142,948			148,559
Goodwill and masthead impairment		—			59,563			2,992,046
Impairment related to investments and land held for sale		28,322			26,462			84,568
Employee benefit expense		1,659			14,724			33,976
Stock compensation expense		2,971			4,104			7,217
Deferred income taxes		4,415			(73,215	)		(271,342	)
Gain on sale of SP Newsprint		(208	)		(34,417	)		—
Gain on extinguishment of debt		(44,117	)		(21,026	)		—
Equity loss (income) in unconsolidated companies in excess of cash received		(995	)		14,021			36,899
Write-off of deferred financing cost		364			3,738			—
Other		12,545			9,829			4,089
Changes in certain assets and liabilities:
Trade receivables		37,860			45,850			22,235
Inventories		12,927			(13,071	)		15,862
Other assets		(6,110	)		9,018			25,744
Accounts payable		(24,594	)		(25,767	)		(39,662	)
Accrued compensation		1,386			(19,309	)		(26,506	)
Income taxes		(55,633	)		75,129			79,214
Other liabilities		(42,348	)		(27,086	)		(30,035	)
Net cash provided by operating activities of continuing operations		131,597			194,302			356,255
Net cash from operating activities of discontinued operations		(8,431	)		187,567			4,214
Net cash from operating activities		123,166			381,869			360,469
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment and other		9,284			33,172			27,370
Proceeds from sale of investments		4,208			63,141			24,288
Purchases of property, plant and equipment		(13,574	)		(21,418	)		(60,793	)
Equity investments and other		(23	)		(855	)		(3,861	)
Net cash from investing activities of continuing operations		(105	)		74,040			(12,996	)
Net cash from investing activities of discontinued operations		—			—			518,085
Net cash from investing activities		(105	)		74,040			505,089
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of term bank debt		(3,200	)		—			(550,000	)
Net (repayments) from revolving bank debt		(61,000	)		(116,900	)		(157,195	)
Extinguishment of public notes and related expenses		(38,082	)		(300,871	)		(100,000	)
Payment of cash dividends		(14,905	)		(51,828	)		(59,041	)
Payment of debt issuance costs		(5,665	)		(9,741	)		—
Other - principally stock issuances		950			2,613			6,913
Net cash from financing activities		(121,902	)		(476,727	)		(859,323	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		1,159			(20,818	)		6,235
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		4,998			25,816			19,581
CASH AND CASH EQUIVALENTS, END OF YEAR	$	6,157		$	4,998		$	25,816

See notes to consolidated financial statements.

F-6

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands, except share and per share amounts)

	Par Value Class A		Par Value Class B			Additional Paid-In Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
BALANCES, DECEMBER 31, 2006	$	557	$	261		$	2,182,544		$	1,016,023		$	(95,761	)	$	—		$	3,103,624
Adoption of ASC 740		—		—			—			(2,218	)		—			—			(2,218	)
ADJUSTED BALANCES, JANUARY 1, 2007	$	557	$	261		$	2,182,544		$	1,013,805		$	(95,761	)	$	—		$	3,101,406
Net loss										(2,736,013	)								(2,736,013	)
Other comprehensive income (loss), net of tax:
Pension and postretirement plans:
Unamortized gain													52,059						52,059
Prior service credit													9,087						9,087
Other comprehensive loss related to equity investments													(1,358	)					(1,358	)
Other comprehensive income																			59,788
Total comprehensive loss																			(2,676,225	)
Adjustment to eliminate minimum pension liability related to Star Tribune													45,070						45,070
Dividends declared ($.72 per share)										(59,090	)								(59,090	)
Conversion of 1,065,435 Class B shares to Class A shares		10		(10	)														—
Issuance of 244,682 Class A shares under stock plans		4					6,731												6,735
Stock compensation expense							7,466												7,466
Purchase of 3,029 shares of treasury stock																(122	)		(122	)
Tax benefit from stock plans							300												300
BALANCES, DECEMBER 30, 2007		571		251			2,197,041			(1,781,298	)		9,097			(122	)		425,540
Net loss										(3,951	)								(3,951	)
Other comprehensive income (loss), net of tax:
Pension and postretirement plans:
Unamortized loss													(323,996	)					(323,996	)
Prior service credit													(2,266	)					(2,266	)
Other comprehensive loss related to equity investments													(5,147	)					(5,147	)
Other comprehensive loss																			(331,409	)
Total comprehensive loss																			(335,360	)
Dividends declared ($.54 per share)										(44,468	)								(44,468	)
Issuance of 412,135 Class A shares under stock plans		4					2,771												2,775
Stock compensation expense							4,104												4,104
Purchase of 2,235 shares of treasury stock																(22	)		(22	)
Tax impact from stock plans							(140	)											(140	)
BALANCES, DECEMBER 28, 2008		575		251			2,203,776			(1,829,717	)		(322,312	)		(144	)		52,429
Net income										54,090									54,090
Other comprehensive income (loss), net of tax:
Pension and postretirement plans:
Unamortized gain													67,539						67,539
Prior service credit													368						368
Other comprehensive loss related to equity investments													(119	)					(119	)
Other comprehensive income																			67,788
Total comprehensive income																			121,878
Dividends declared ($.09 per share)										(7,474	)								(7,474	)
Conversion of 250,000 Class B shares to Class A shares		3		(3	)
Issuance of 1,934,656 Class A shares under stock plans		19					940												959
Stock compensation expense							2,971												2,971
Purchase of 32,638 shares of treasury stock																(9	)		(9	)
Tax impact from stock plans							(565	)											(565	)
BALANCES, DECEMBER 27, 2009	$	597	$	248		$	2,207,122		$	(1,783,101	)	$	(254,524	)	$	(153	)	$	170,189

See notes to consolidated financial statements.

F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

The McClatchy Company (the Company or McClatchy) is the third-largest newspaper publisher in the United States based on daily circulation, with 30 daily newspapers and 43 non-dailies in 29 markets across the country. McClatchy also operates leading local websites and direct marketing operations in each of its markets which complement its newspapers and extend its audience reach in each market. The Company’s newspapers include, among others, The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer and The (Raleigh) News & Observer.

McClatchy also owns a portfolio of premium digital assets, including 14.4% of CareerBuilder LLC, the nation’s largest online job site, 25.6% of Classified Ventures LLC, a newspaper industry partnership that offers classified websites such as: the auto website, cars.com, and the rental site, Apartments.com, and 33.3% of HomeFinder, LLC which operates the online real estate website HomeFinder.com. McClatchy is listed on the New York Stock Exchange under the symbol MNI.

The consolidated financial statements include the Company and its subsidiaries. Intercompany items and transactions are eliminated. In preparing the financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Discontinued operations – During 2006 the Company divested 12 newspapers it had acquired in the purchase of Knight-Ridder, Inc. for strategic and antitrust reasons. On March 5, 2007, the Company sold the (Minneapolis) Star Tribune newspaper and other publications and websites related to the newspaper. The results of the disposed newspaper operations, including interest expense directly attributable to them, have been recorded as discontinued operations in 2007.

Revenue recognition – The Company recognizes revenues from advertising placed in a newspaper and/or on a website over the advertising contract period or as services are delivered, as appropriate, and recognizes circulation revenues as newspapers are delivered over the applicable subscription term. Circulation revenues are recorded net of direct delivery costs. Other revenue is recognized when the related product or service has been delivered. Revenues are recorded net of estimated incentives, including special pricing agreements, promotions and other volume-based incentives and net of sales tax collected from the customer. Revisions to these estimates are charged to revenues in the period in which the facts that give rise to the revision become known.

Cash equivalents are highly liquid debt investments with original maturities of three months or less.

Concentrations of credit risks – Financial instruments, which potentially subject the Company to concentrations of credit risks, are principally cash and cash equivalents and trade accounts receivables. Cash and cash equivalents are placed with major financial institutions. As of December 27, 2009, the Company had $0.9 million of cash balances at financial institutions in excess of federal insurance limits. The Company routinely assesses the financial strength of significant customers and this assessment, combined with the large number and geographic diversity of its customers, limits the Company’s concentration of risk with respect to trade accounts receivable.

F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Allowance for Doubtful Accounts – The Company maintains an allowance account for estimated losses resulting from the risk its customers will not make required payments. Generally, the Company uses the aging of accounts receivable, reserving for all accounts due 90 days or longer, to establish allowances for losses on accounts receivable. However, if the Company becomes aware that the financial condition of specific customers has deteriorated, additional allowances are provided.

The Company provides an allowance for doubtful accounts as follows (in thousands):

	Year Ended
	December 27, 2009			December 28, 2008			December 30, 2007
Balance at beginning of year	$	15,255		$	11,416		$	12,732
Charged to costs and expenses		16,459			21,355			12,929
Amounts written off		(21,416	)		(17,516	)		(14,245	)
Balance at end of year	$	10,298		$	15,255		$	11,416

Inventories are stated at the lower of cost (based principally on the first-in, first-out method) or current market value.

Property, plant and equipment are stated at cost. Major improvements, as well as interest incurred during construction, are capitalized. Capitalized interest was $0.2 million, $0.2 million and $0.5 million in fiscal 2009, 2008 and 2007, respectively. Expenditures for maintenance and repairs are charged to expense as incurred.

Depreciation is computed generally on a straight-line basis over estimated useful lives of:

5 to 60 years for buildings and improvements

9 to 25 years for presses

2 to 15 years for other equipment

Equity Investments in Unconsolidated Companies – The Company uses the equity method of accounting for its investments in and earnings or losses of companies that it does not control but over which it does exert significant influence. The Company considers whether the fair values of any of its equity method investments have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considered any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. See Note 4 for discussion of investments in unconsolidated companies.

Segment reporting – The Company’s primary business is the publication of newspapers and related websites. The Company has two operating segments which it aggregates into a single reportable segment because each has similar economic characteristics, products, customers and distribution methods. Each segment consists primarily of a group of newspapers reporting to a segment manager.

F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Goodwill and intangible impairment – The Company tests for impairment of goodwill annually (at year-end) or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The required two-step approach uses accounting judgments and estimates of future operating results. Changes in estimates or the application of alternative assumptions could produce significantly different results. Impairment testing is done at a reporting unit level. The Company performs this testing on operating segments, which are also considered reporting units. An impairment loss generally is recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The estimates and judgments that most significantly affect the fair value calculation are assumptions related to revenue growth, newsprint prices, compensation levels, discount rate and private and public market trading multiples for newspaper assets. The Company’s considers current market capitalization (based upon the recent stock market prices) plus an estimated control premium in determining the reasonableness of the fair value of the reporting units. The Company performed its annual testing in 2009 as of December 27, 2009 and performed its testing in 2008 as of December 28, 2008. In fiscal 2007, the Company determined that it should perform its impairment testing of goodwill as of September 30, 2007, due to the continuing challenging business conditions and the resulting weakness in the Company’s stock price as of the end of its third quarter, and performed its annual testing as of December 30, 2007. See Note 3 for a discussion of the impairment charges taken.

Newspaper mastheads (newspaper titles and website domain names) are not subject to amortization and are tested for impairment annually (at year-end), or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of each newspaper masthead with its carrying amount. The Company performed impairment tests on newspaper mastheads as of December 27, 2009 and December 28, 2008, in fiscal 2009 and 2008, respectively. In 2007, the Company performed its testing as of September 30, 2007 and December 30, 2007. See Note 3 for a discussion of the impairment charges taken.

Intangible assets subject to amortization (primarily advertiser and subscriber lists) are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The carrying amount of each asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of such asset group. No impairment loss was recognized on intangible assets subject to amortization.

Stock-based compensation – Beginning in fiscal 2006, all share-based payments to employees, including grants of employee stock options, stock appreciation rights and restricted stock under equity incentive plans and purchases under the employee stock purchase plan (ESPP), are recognized in the financial statements based on their fair values. At December 27, 2009, the Company had six stock-based compensation plans. Total stock-based compensation expense was $3.0 million, $4.1 million and $7.2 million in fiscal 2009, 2008 and 2007, respectively. See Note 11 for an expanded discussion of stock-based compensation plans.

Income Taxes – The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Current accounting standards in the United States prescribe a recognition threshold and measurement of a tax position taken or expected to be taken in an enterprise’s tax returns. The Company recognizes accrued interest related to unrecognized tax benefits in interest expense. Accrued penalties are recognized as a component of income tax expense. See Note 7 for an expanded discussion of incomes taxes.

Fair Value of Financial Instruments – Generally accepted accounting principles require the disclosure of the fair value of certain financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. The Company estimated the fair values presented below using appropriate valuation methodologies and market information available as of year-end. Considerable judgment is required to develop estimates of fair value, and the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair values. Additionally, the fair values were estimated at year-end, and current estimates of fair value may differ significantly from the amounts presented.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and equivalents, accounts receivable, accounts payable and current portion of long term debt. The carrying amount of these items approximates fair value.

Long term debt. The fair value of long term debt is determined based on a number of observable inputs including the current market activity of the Company’s publicly traded notes and bank debt, trends in investor demand and market values of comparable publicly traded debt. At December 27, 2009, the estimated fair value of long term debt was $1.5 billion compared to a carrying value of $1.9 billion.

Comprehensive income (loss) – The Company records changes in its net assets from non-owner sources in its Consolidated Statement of Stockholders’ Equity. Such changes relate primarily to valuing its pension liabilities, net of tax effects.

F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes the changes in other comprehensive income (loss) (in thousands):

	Pre-Tax			Tax			After-Tax
Year Ended December 27, 2009
Pension and post retirement plans:
Unamortized gain	$	112,565		$	(45,026	)	$	67,539
Prior service credit		613			(245	)		368
Other comprehensive loss related to equity investments		(199	)		80			(119	)
	$	112,979		$	(45,191	)	$	67,788
Year Ended December 28, 2008
Pension and post retirement plans:
Unamortized gain	$	(539,993	)	$	215,997		$	(323,996	)
Prior service credit		(3,778	)		1,512			(2,266	)
Other comprehensive loss related to equity investments		(8,578	)		3,431			(5,147	)
	$	(552,349	)	$	220,940		$	(331,409	)
Year Ended December 30, 2007
Pension and post retirement plans:
Unamortized gain	$	86,765		$	(34,706	)	$	52,059
Prior service credit		15,145			(6,058	)		9,087
Other comprehensive loss related to equity investments		(2,263	)		905			(1,358	)
	$	99,647		$	(39,859	)	$	59,788

Earnings per share (EPS) – Basic EPS excludes dilution from common stock equivalents and reflects income divided by the weighted average number of common shares outstanding for the period. Diluted EPS is based upon the weighted average number of outstanding shares of common stock and dilutive common stock equivalents in the period. Common stock equivalents arise from dilutive stock options and restricted stock and are computed using the treasury stock method. The weighted average anti-dilutive stock options and restricted stock that could potentially dilute basic EPS in the future, but were not included in the weighted average share calculation were 6.3 million in fiscal 2009, 5.0 million in fiscal 2008 and 3.9 million in fiscal 2007.

New Accounting Pronouncement – In June 2009, a new pronouncement was issued amending the interpretation of accounting literature related to consolidations. The new guidance applies to rules in determining whether an enterprise has a controlling financial interest in a variable interest entity. This determination identifies the primary beneficiary of a variable interest entity as the enterprise that has both the power to direct the activities of a variable interest entity that most significantly impacts the entity’s economic performance, and the obligation to absorb losses or the right to receive benefits of the entity that could potentially be significant to the variable interest entity. The new pronouncement also requires ongoing reassessments of whether an enterprise is the primary beneficiary and eliminates the quantitative

F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

approach previously required for determining the primary beneficiary. The new pronouncement is effective for the Company on December 28, 2009. The Company does not expect the adoption of this pronouncement to have a material effect on the consolidated financial statements.

NOTE 2. DIVESTITURES

On March 5, 2007, the Company sold the (Minneapolis) Star Tribune newspaper and other publications and websites related to the newspaper for $530.0 million. The Company received a total income tax benefit of approximately $200.0 million related to the sale. In the first quarter of 2008 approximately $15 million was recouped through reductions to income taxes payable and subsequently in 2008 the remaining $185.0 million was received as an income tax refund. The funds were used to reduce debt. The results of Star Tribune’s operations, including interest on debt incurred to purchase it, have been recorded as discontinued operations in 2007. In 2009 and 2008, the Company reserved amounts for indemnification obligations related to several divested papers.

Revenues and loss from discontinued operations, net of income taxes, for fiscal 2009, 2008 and 2007 were as follows (in thousands):

	2009			2008			2007
Revenues	$	—		$	—		$	52,921
Income (loss) from discontinued operations before income taxes (1)		(9,810	)		(8,070	)		(7,046	)
Income tax benefit (expense)		3,636			1,312			(2,358	)
Income (loss) from discontinued operations	$	(6,174	)	$	(6,758	)	$	(9,404	)

(1) Includes interest expense allocated to discontinued operations of $1.2 million in fiscal 2007. No interest expense was allocated to discontinued operations in fiscal 2009 or 2008.

NOTE 3. GOODWILL AND NEWSPAPER MASTHEAD IMPAIRMENT

The Company performed its annual impairment testing of goodwill and newspaper mastheads as of December 27, 2009 and December 28, 2008 for the fiscal years then ended. The fair values of the Company’s reporting units were estimated using the expected present value of future cash flows, using estimates, judgments and assumptions (see Note 1) that management believes were appropriate in the circumstances. The Company considered current market capitalization (based upon the recent stock market prices) plus an estimated control premium in determining the reasonableness of the value of the reporting units. The Company did not record any goodwill impairment charges in 2009 and 2008 as a result of its testing. In 2008, the Company recorded an impairment charge related to newspaper mastheads of $59.6 million.

Management performed its testing of impairment of goodwill and newspaper mastheads in fiscal 2007 as of September 30, 2007, due to the continuing challenging business conditions and the resulting weakness in the Company’s stock price as of the end of its third quarter, and also as of December 30, 2007 in its normal year-end testing. The fair values of the Company’s reporting units were estimated using the expected present value of future cash flows, using estimates, judgments and assumptions (see Note 1) that management believed were appropriate in the circumstances. The Company considered current market

F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

capitalization (based upon recent stock market prices) plus an estimated control premium in determining the reasonableness of the value of the reporting units. As a result of these processes, the Company recorded impairment charges related to goodwill of $2.57 billion and newspaper masthead impairment charges of $417.1 million in fiscal 2007.

NOTE 4. INVESTMENTS IN UNCONSOLIDATED COMPANIES AND LAND HELD FOR SALE

The following is the Company’s ownership interest and investment in unconsolidated companies and joint ventures as of December 27, 2009 and December 28, 2008 (dollars in thousands):

Company	% Ownership Interest	December 27, 2009		December 28, 2008
CareerBuilder, LLC	14.4	$	218,736	$	217,516
Classified Ventures, LLC	25.6		81,538		82,642
HomeFinder, LLC	33.3		5,048		—
Seattle Times Company (C-Corporation)	49.5		—		—
Ponderay (general partnership)	27		13,754		18,349
Other	Various		3,033		4,750
		$	322,109	$	323,257

The Company uses the equity method of accounting for a majority of investments.

HomeFinder, LLC, formerly a division of Classified Ventures, LLC (CV), operates the real estate website HomeFinder.com. It was spun-off in the first quarter of 2009 into a separate limited liability corporation in which the Company has a one-third ownership interest. The carrying value of the Company’s investment in HomeFinder primarily represents its proportionate ownership of HomeFinder which was previously reflected in the Company’s value of CV.

On June 30, 2008, the Company sold its 15.0% ownership interest in ShopLocal (included in “other” in the table above) for $7.9 million and used the proceeds to reduce debt. In the second fiscal quarter of 2008, the Company reduced its carrying value of ShopLocal to match the sales price.

In fiscal 2008, Classified Ventures identified goodwill impairment at a real estate-related reporting unit and as a result, the Company recognized its portion of the charge related to this write-down. The total non-cash pre-tax charges related to impairments of internet investments, including ShopLocal and Classified Ventures, recorded in fiscal 2008 were $26.5 million.

On March 31, 2008, McClatchy and its partners, affiliates of Cox Enterprises, Inc. and Media General, Inc., completed the sale of SP Newsprint Company (SP), of which McClatchy was a one-third owner. The Company recorded a gain on the transaction of approximately $34.4 million. The Company used the $55.0 million of sales proceeds it received in the second fiscal quarter of 2008 and an additional $5.0 million it received in 2009 to reduce debt.

F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company has an annual purchase commitment for 149,160 metric tons of newsprint from SP. The Company is required to purchase 56,800 metric tons of newsprint of annual production from Ponderay on a “take-if-tendered” basis at prevailing market prices, until Ponderay’s debt is repaid.

At the end of 2008, the Seattle Times Company (STC) recorded a comprehensive loss related to its retirement plan liabilities. The Company recorded its share of the comprehensive loss in the Company’s comprehensive income (loss) in stockholders’ equity to the extent that it had a carrying value in its investment in STC. As a result, the Company’s investment in STC at December 28, 2008 is zero, and no future income or losses from STC will be recorded until the Company’s carrying value on its balance sheet is restored through future earnings by STC.

During the second fiscal quarter of 2007, the Company expensed $7.8 million as its share of expense recorded by STC to settle certain outstanding legal issues and amend the Joint Operating Agreement relating to STC and The Hearst Corporation’s Seattle newspaper.

As of September 30, 2007, management performed a review of its investments in unconsolidated subsidiaries and joint ventures. Due to continuing challenging business conditions, management determined that a loss in value of its investments in STC and Ponderay, which are other than temporary declines, should be recognized. As a result, the Company recorded a write down of $69.0 million and $6.0 million to reduce its investment in STC and Ponderay, respectively, to their fair values as of September 30, 2007.

The Company generated revenue from CareerBuilder, Classified Ventures and ShopLocal, LLC (ShopLocal) products for online listings placed in its markets. It also incurred expense related to the purchase of products and services provided by CareerBuilder, Classified Ventures and ShopLocal, respectively, for the uploading and hosting of online advertising on behalf of the Company’s newspapers’ advertisers.

The following table summarizes expenses incurred for products provided by CareerBuilder, Classified Ventures and ShopLocal in fiscal 2009, 2008 and 2007 (in thousands):

( in thousands)	Career- Builder		Classified Ventures		Shop- Local
2009	$	1,241	$	10,250		NA
2008		2,670		11,561	$	353
2007		4,004		9,682		573

As of December 27, 2009 and December 28, 2008, the Company had approximately $3.9 million and $8.0 million, respectively, in amounts payable to CareerBuilder, Classified Ventures and Ponderay.

F-15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The table below presents the summarized financial information for the Company’s investments in unconsolidated companies on a combined basis (dollars in thousands):

	2009		2008
Current assets	$	393,914	$	387,833
Noncurrent assets		664,876		714,059
Current liabilities		269,501		417,281
Noncurrent liabilities		269,546		209,897
Equity		519,743		474,714

	2009		2008			2007
Net revenues	$	1,142,551	$	1,334,372		$	1,299,472
Operating income (loss)		67,442		(52,579	)		(111,406	)
Net income (loss)		66,524		(50,722	)		(66,843	)

As part of the acquisition of Knight-Ridder, Inc., the Company acquired 10 acres of land in Miami. Such land is under contract to be sold for gross proceeds of $190.0 million pursuant to a March 2005 sale agreement. The contract was extended to January 19, 2010 in exchange for an increase in the termination fee from $6 million to $7 million should the buyer fail to close the transaction. The buyer had the right to further extend the agreement to January 31, 2011, upon payment to McClatchy of an additional $6 million nonrefundable deposit on or before January 19, 2010. The purchase price under the original agreement has remained unchanged at $190.0 million. McClatchy received the $6 million deposit and has extended the contract to January 31, 2011. McClatchy had previously received $10 million in non-refundable deposits from the buyer that will be applied toward the purchase price.

The Company determined the fair value of the land at December 27, 2009 by developing an analysis that took into consideration the highest and best use of the property. The valuation process incorporated three approaches, the cost approach, the income capitalization approach and the market data or direct sales comparison approach. Based on the Company’s evaluation, including consideration of the existing sales contract, the carrying value was written down by $26.3 million to $151.0 million in 2009 and is included in other assets on the Company’s Balance Sheet.

Fair value measurement requires three classifications of investments based on the nature of available fair value inputs and the valuation methodologies used to measure these investments at fair value. Under the fair value guidance, the Company classified the land as a Level 3 classification. Level 3 classifications are based on input to the valuation methodology that are unobservable inputs in situations where there is little or no market activity for the asset or liability and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability.

F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 5. INTANGIBLE ASSETS AND GOODWILL

Intangible assets, along with their original weighted-average useful lives, and goodwill consisted of the following (in thousands):

	December 27, 2009
	Gross Amount		Accumulated Amortization			Net Amount		Weighted Average Amortization Period
Intangible assets subject to amortization:
Advertiser and subscriber lists	$	803,840	$	(307,177	)	$	496,663	14 years
Other		37,066		(28,358	)		8,708	8 years
Total	$	840,906	$	(335,535	)		505,371
Other intangible assets not subject to amortization:
Newspaper mastheads							206,387
Total							711,758
Goodwill							1,006,020
Total intangible assets and goodwill						$	1,717,778
	December 28, 2008
	Gross Amount		Accumulated Amortization			Net Amount		Weighted Average Amortization Period
Intangible assets subject to amortization:
Advertiser and subscriber lists	$	803,840	$	(249,650	)	$	554,190	14 years
Other		40,066		(29,567	)		10,499	8 years
Total	$	843,906	$	(279,217	)		564,689
Other intangible assets not subject to amortization:
Newspaper mastheads							206,387
Total							771,076
Goodwill							1,006,020
Total intangible assets and goodwill						$	1,777,096

F-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Changes in identifiable intangible assets and goodwill in fiscal 2009 consisted of the following (in thousands):

	December 28, 2008			Impairment Charges/ Adjustments			Amortization Expense			December 27, 2009
Intangible assets subject to amortization	$	843,906		$	(3,000	)	$	—		$	840,906
Accumulated amortization		(279,217	)		3,000			(59,318	)		(335,535	)
		564,689			—			(59,318	)		505,371
Mastheads and other		206,387			—			—			206,387
Goodwill		1,006,020			—			—			1,006,020
Total	$	1,777,096		$	—		$	(59,318	)	$	1,717,778

There were no additions to intangible assets in 2009.

Changes in indefinite lived intangible assets and goodwill as of December 27, 2009 consisted of the following (in thousands):

	Original  Gross Amount		Accumulated Impairment			Carrying Amount
Mastheads and other	$	683,000	$	(476,613	)	$	206,387
Goodwill		3,581,016		(2,574,996	)		1,006,020
Total	$	4,264,016	$	(3,051,609	)	$	1,212,407

Amortization expense was $59.3 million, $61.0 million and $60.5 million in fiscal 2009, 2008 and 2007, respectively. The estimated amortization expense for the five succeeding fiscal years is as follows (in thousands):

Year	Amortization Expense
2010	$	58,639
2011		58,639
2012		57,363
2013		56,223
2014		51,745

F-18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 6. LONG-TERM DEBT AND INFORMATION FOR SUBSIDIARY GUARANTORS

As of December 27, 2009 and December 28, 2008, long-term debt consisted of the following (in thousands):

	December 27, 2009		December  28, 2008
Term A bank debt, interest at 4.2% and 4.8% at year-end 2009 and 2008, respectively	$	546,800	$	550,000
Revolving bank debt, interest at 4.2% and 4.5% at year-end 2009 and 2008, respectively		330,700		391,700
Notes:
$31 million 9.875% debentures due in 2009		—		31,217
$166 million 7.125% debentures due in 2011		167,001		171,404
$169 million 4.625% debentures due in 2014		154,694		161,692
$347 million 5.750% debentures due in 2017		321,594		367,351
$89 million 7.150% debentures due in 2027		82,099		91,607
$276 million 6.875% debentures due in 2029		252,428		272,805
Total carrying value of debt principal		1,855,316		2,037,776
$24 million 15.75% senior notes due in 2014		24,225		—
Long-term portion of future interest on 15.75% senior notes		16,895		—
Total carrying value of debt principal and future interest		41,120		—
Long-term debt	$	1,896,436	$	2,037,776

At December 27, 2009, prior to the refinancing transaction discussed below, the Company’s bank debt consisted of a credit facility entered into on June 27, 2006 (the original credit agreement) that provided for a $1.14 billion senior unsecured (subsequently secured as discussed below) credit facility and was originally established in connection with the acquisition of Knight-Ridder, Inc. At December 27, 2009, the Company’s original credit agreement consisted of a $590 million five-year revolving credit facility and $546.8 million five-year Term A loan. Both the Term A loan and the revolving credit facility under the original credit agreement were due on June 27, 2011. The terms of the original credit agreement are discussed in greater detail below.

At December 27, 2009, the publicly-traded notes are stated net of unamortized discounts and premiums (totaling to discounts of $69.4 million and $89.4 million as of December 27, 2009 and December 28, 2008, respectively) resulting from recording such assumed liabilities at fair value as of the June 27, 2006 acquisition of Knight Ridder. The Company repaid the 9.875% notes due in 2009 on April 15, 2009.

In the second fiscal quarter of 2008, the Company purchased $300 million aggregate principal amount of its outstanding debt securities for $282.4 million in cash obtained from its original credit facility. The Company purchased $150 million, $130 million and $20 million of its outstanding principal amount of debt securities maturing in 2009, 2011 and 2014,

F-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

respectively. In the third fiscal quarter of 2008, the Company purchased $5.9 million aggregate principal of its outstanding debt securities maturing in 2009 for $5.8 million in cash obtained from its original credit facility. The Company recognized $21.0 million in gain on the extinguishment of debt through December 28, 2008 on these transactions.

On June 26, 2009, the Company completed a private debt exchange offer for its outstanding debt securities for a combination of cash and newly issued 15.75% senior notes due July 15, 2014 (senior notes). The senior notes are senior unsecured obligations and are guaranteed by McClatchy’s existing and future material domestic subsidiaries. In exchange for $3.4 million in cash and $24.4 million of senior notes the Company retired the following outstanding principal amount of debt securities maturing in the respective years: $3.8 million in 2011 notes, $11.1 million in 2014 notes, $53.4 million in 2017 notes, $10.8 million in 2027 debentures and $23.8 million in 2029 debentures. The Company recorded a pre-tax gain of approximately $44.1 million in 2009 (34 cents per share). The gain was equal to the carrying amount of the exchanged securities, less the total future cash payments of the senior notes, including both payments of interest (payable semiannually) and principal amount, and related expenses of the exchange. Accordingly, future interest on these senior notes is not reflected in interest expense. A total of $23.9 million of the senior notes were retired with proceeds from the refinancing discussed below, leaving $0.4 million outstanding.

The senior notes were governed by an indenture entered into on June 26, 2009 which included a number of covenants that were applicable to the Company and its restricted subsidiaries. However, as a result of a tender process conducted as a part of the refinancing discussed below, the covenants in the senior notes indenture have been stripped and are no longer applicable.

The Company wrote off $0.4 million and $3.7 million of deferred financing costs in 2009 and 2008, respectively in connection with amendments to the credit agreement, which were recorded in interest expense in the consolidated statement of operations.

The amended original credit agreement contained quarterly financial covenants including requirements that the Company maintain a minimum interest coverage ratio (as defined in the original credit agreement) of 2.00 to 1.00 through maturity of the agreement and a maximum leverage ratio (as defined in the original credit agreement) of 7.00 to 1.00. At December 27, 2009, the Company’s interest coverage ratio (as defined in the Original credit agreement) was 3.08 to 1.00 and its leverage ratio (as defined in the Original credit agreement) was 5.26 to 1.00 and the Company was in compliance with all financial debt covenants.

Debt Refinancing:

On January 26, 2010, the Company entered into an amendment to the original credit agreement that became effective on February 11, 2010, immediately prior to the closing of an offering of $875 million of senior secured public notes. The original credit agreement was amended and restated in its entirety (the “Amended and Restated Credit Agreement” or “Credit Agreement”). The Amended and Restated Credit Agreement provides for a $262.0 million term loan and a $249.3 million revolving credit facility, including a $100 million letter of credit sub-facility, and extended the term of certain of the credit commitments to July 1, 2013. In connection with the Amended and Restated Credit Agreement, certain of the lenders did not extend the maturity of their commitments from the original maturity date of June 27, 2011. Non-extended term loans equaling $72.3 million will mature on June 27, 2011 as will revolving loan commitments equal to $42.2 million. The remaining term loans and revolving loan commitments under the Amended and Restated Credit Agreement will mature on July 1, 2013.

F-20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In connection with the Credit Agreement, the Company issued new 11.5% senior secured notes due February 15, 2017, totaling $875 million. The notes are secured by a first-priority lien on certain of McClatchy’s and the subsidiary guarantors’ assets, and will rank pari passu with liens granted under McClatchy’s Credit Agreement. The assets securing the debt are unchanged from the original credit agreement and include intangible assets, inventory, receivables and certain other assets. In addition, the Company completed tender offers for its 7.125% notes due in 2011 and 15.75% senior notes due 2014, paying $187.3 million in cash for $171.9 million of principal 2011 and 2014 notes.

Debt under the Credit Agreement incurs interest at the London Interbank Offered Rate (LIBOR) plus a spread ranging from 425 basis points to 575 basis points or at a base rate plus a spread ranging from 325 basis points to 475 basis points, in each case, based upon the consolidated total leverage ratio (as defined in the Credit Agreement) and sets a floor on LIBOR for the purposes of interest payments under the Credit Agreement of no less than 300 basis points. A commitment fee for the unused revolving credit is priced at 50 basis points to 75 basis points, based upon the Company’s consolidated total leverage ratio (as defined in the Credit Agreement). The Company currently pays interest on borrowings under the Credit Agreement at a rate of 500 basis points over the 300 basis point LIBOR floor and pays 62.5 basis points for commitment fees.

The Credit Agreement contains quarterly financial covenants including requirements that the Company maintain a minimum consolidated interest coverage ratio (as defined in the Credit Agreement) of 1.50 to 1.00 from the quarter ending in March 2010 through the quarter ending in September 2011; increasing it to 1.60 to 1.00 from the quarter ending in December 2011 through the quarter ending in September 2012; and further increasing to 1.70 to 1.00 thereafter. The Company is required to maintain a maximum consolidated leverage ratio (as defined in the Credit Agreement) of 6.75 to 1.00 from the quarter ending in March 2010 through the quarter ending December 2010; declining to 6.50 to 1.00 from the quarter ending in March 2011 through the quarter ending in December 2011; to 6.25 to 1.00 from the quarter ending in March 2012 through the quarter ending in December 2012 and declining to 6.00 to 1.00 thereafter. Because of the significance of the Company’s outstanding debt, remaining in compliance with debt covenants is critical to the Company’s operations. If revenue declines continue beyond those currently anticipated, the Company expects to continue to restructure operations and reduce debt to maintain compliance with its covenants.

The Credit Agreement includes requirements for mandatory prepayments of bank debt from certain sources of cash; limitations on cash dividends allowed to be paid at certain leverage levels; and other covenants including limitations on additional debt and the ability to retire public bonds early, amongst other changes.

The 11.50% Senior Secured Notes due February 15, 2017 ( the “2017 Notes”) are governed by an indenture entered into on February 11, 2010 which include a number of covenants that are applicable to the Company and its restricted subsidiaries. The covenants are subject to a number of important exceptions and qualifications set forth in the indenture for the 2017 Notes. These covenants include, among other things, restrictions on the ability of the

F-21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Company and its restricted subsidiaries to incur additional debt, make investments and other restricted payments, pay dividends on capital stock, or redeem or repurchase capital stock or subordinated obligations; sell assets or enter into sale/leaseback transactions; create specified liens; create or permit restrictions on the ability of the Company’s restricted subsidiaries to pay dividends or make other distributions to it; engage in certain transactions with affiliates; and consolidate or merge with or into other companies or sell all or substantially all of the Company’s and its subsidiaries’ assets, taken as a whole.

Substantially all of the Company’s subsidiaries guarantee the Company’s obligations under the Amended and Restated Credit Agreement and 2017 Notes (“senior secured debt”). Each of the guarantor subsidiaries are 100% owned by The McClatchy Company. See Note 13 for greater disclosure of financial data of the subsidiary guarantors.

The holders of the senior secured debt have entered into an intercreditor agreement which governs the sharing of security interest and other provisions of the senior secured debt. The Company has granted a security interest to the trustee of the intercreditor agreement in assets that include, but are not limited to, intangible assets, inventory, receivables and certain minority investments as collateral for the debt, but the security interest excludes any land, buildings, machinery and equipment (PP&E) and any leasehold interests and improvements with respect to such PP&E, which would be reflected on a consolidated balance sheet of the Company and its subsidiaries, and shares of stock and indebtedness of the subsidiaries of the Company.

At December 27, 2009, the Company had outstanding letters of credit totaling $55.1 million securing estimated obligations stemming from workers’ compensation claims and other contingent claims. In connection with the financing, the Company repaid all of the outstanding revolver loans and had $196.3 million available under its revolving credit facilities under the new Credit Agreement.

The following table presents the approximate annual maturities of debt principal as of December 27, 2009, based upon the Company’s required payments after giving effect to the refinancing discussed above, for the next five years and thereafter (in thousands):

Year	Payments
2010	$	—
2011		90,467
2012		—
2013		190,031
2014		169,313
Thereafter		1,499,103
Debt principal	$	1,948,914

F-22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of February 11, 2010, subsequent to the refinancing, both S&P and Moody’s issued higher ratings on the Company’s debt and issued corporate family ratings as described in the table below. The ratings upgrades had no impact on the interest rate and commitment fees the Company pays under the Credit Agreement. The ratings have remained the same through the filing date of this report on Form 10-K.

	Debt Ratings
Credit Facility:
S & P	B-
Moody’s	B1
Senior Secured Notes:
S & P	B-
Moody’s	B1
Unsecured Notes:
S & P	CCC
Moody’s	Caa2
Corp. Family Rating:
S & P	B-
Moody’s	Caa1

F-23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 7. INCOME TAXES

Income tax provision (benefit) related to continuing operations consist of (in thousands):

	Year Ended
	December 27, 2009			December 28, 2008			December 30, 2007
Current:
Federal	$	29,505		$	66,682		$	94,120
State		(4,774	)		25,031			20,640
Deferred:
Federal		4,221			(62,349	)		(235,880	)
State		195			(10,086	)		(35,462	)
Income tax provision (benefit)	$	29,147		$	19,278		$	(156,582	)

The effective tax rate for continuing operations and the statutory federal income tax rate are reconciled as follows:

	Year Ended
	December 27, 2009		December 28, 2008		December 30, 2007
Statutory rate	35.0	%	35.0	%	(35.0	)%
State taxes, net of federal benefit	7.5	%	4.4	%	(0.5	)%
Changes in estimates	3.5	%	7.6	%	0.2	%
Changes in unrecognized tax benefits	(10.5	)%	40.8	%	—
Benefit of certain manufacturing deductions	(3.5	)%	—		—
Goodwill impairment	—		—		29.7	%
Other	0.6	%	(0.5	)%	0.2	%
Effective tax rate	32.6	%	87.3	%	(5.4	)%

F-24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The components of deferred tax assets and liabilities recorded in the Company’s Consolidated Balance Sheet on December 27, 2009 and December 28, 2008 are (in thousands):

	2009			2008
Deferred tax assets:
Compensation benefits	$	282,300		$	327,138
State taxes		28,449			37,027
State loss carryovers		13,718			16,131
Other		9,891			15,633
Total deferred tax assets		334,358			395,929
Valuation allowance		(13,718	)		(16,131	)
Net deferred tax assets		320,640			379,798
Deferred tax liabilities:
Depreciation and amortization		423,446			450,302
Investments in unconsolidated subsidiaries		68,974			70,720
Debt discount		26,091			31,707
Deferred gain on debt		21,648			—
Total deferred tax liabilities		540,159			552,729
Net deferred tax liabilities	$	219,519		$	172,931

The valuation allowance, which relates to state net operating loss carryovers, decreased by $2.4 million and increased by $0.4 million during 2009 and 2008, respectively.

The Company has varying amounts of net operating loss and capital loss carryovers in several states. The net operating losses expire in various years between 2017 and 2029 if not used. The capital loss carryovers will expire in 2012 if not used prior to that time.

As discussed in Note 1, the Company adopted the provisions of a new accounting standard for uncertainties in income taxes as of January 1, 2007. The cumulative effect of adopting this standard was a decrease to the Company’s retained earnings of approximately $2.2 million. As of December 27, 2009, the Company had approximately $78.0 million of long-term liabilities relating to uncertain tax positions consisting of approximately $53.0 million in gross unrecognized tax benefits (primarily state tax positions before the offsetting effect of federal income tax) and $25.0 million in gross accrued interest and penalties. If recognized substantially all of the net unrecognized tax benefits would impact the effective tax rate. It is reasonably possible that a reduction of up to $18.7 million of unrecognized tax benefits may occur within the next 12 months as a result of the closure of certain audits and the expiration of statutes of limitations. Net accrued interest and penalties at December 27, 2009, December 28, 2008, and December 30, 2007 were approximately $17.0 million, $19.1 million and $16.8, respectively.

F-25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

	2009			2008			2007
Balance at beginning of fiscal year	$	74,414		$	72,557		$	74,929
Increases based on tax positions in prior year		2,432			12,073			1,626
Decreases based on tax positions in prior year		(1,576	)		(659	)		(4,968	)
Increases based on tax positions in current year		1,512			6,699			6,236
Settlements		(16,000	)		(6,691	)		—
Lapse of statute of limitations		(7,423	)		(9,565	)		(5,266	)
Balance at end of fiscal year	$	53,359		$	74,414		$	72,557

The Company is currently under audit by the Internal Revenue Service for 2006 and 2007, and is under audit by the following jurisdictions and for the years indicated: California for 2006, Minnesota for 2003 through 2006, Washington DC for 2006, New Jersey for 1997 through 2006 and Illinois for 2006 through 2007. Statutes remain open for federal purposes from 2005 through 2009 and for state purposes from 2003 through 2009, with the exception of New Jersey for which statutes remain open from 1997 through 2006.

NOTE 8. EMPLOYEE BENEFITS

The Company sponsors defined benefit pension plans (retirement plans), which cover a majority of its employees. Benefits are based on years of service and compensation. Contributions to the plans are made by the Company in amounts deemed necessary to provide the required benefits. No contributions to the Company’s qualified benefit plans were made in fiscal 2007 through 2009. The Company’s expects to make contributions of approximately $22.0 million to its qualified plan in fiscal 2010.

The Company also has a limited number of supplemental retirement plans to provide key employees with additional retirement benefits which were frozen on March 31, 2009 as discussed below. These plans are funded on a pay-as-you-go basis and the accrued pension obligation is largely included in other long-term obligations. The Company paid $7.5 and $7.2 million in 2009 and 2008 respectively for these plans.

In 2008, the Company implemented plans that reduced its workforce by a total of approximately 2,550 positions. Through December 28, 2008, the workforce reductions resulted in severance costs of $44.6 million (largely paid in 2008); pension curtailment losses in certain defined benefit plans of $2.4 million; and a gain in a postretirement plan of $2.2 million.

In March 2009, the Company implemented a plan that reduced its work force by approximately 1,650 positions. Through December 27, 2009, the workforce reductions resulted in severance costs of $30.5 million (largely paid in 2009). The Company also froze all pension plans as of March 31, 2009. Accordingly, the Company recorded a curtailment gain of $1.9 million in 2009 related to the plan freezes.

F-26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Pension expense, assets and obligations include the impact of adding plans and benefits for new employees added in the Knight Ridder acquisition. In addition, the (Minneapolis) Star Tribune related plans which were assumed by the buyer have been excluded from expenses in continuing operations and other disclosures below.

The elements of pension costs for continuing operations are as follows (in thousands):

	December 27, 2009			December 28, 2008			December 30, 2007
Service Cost	$	6,783		$	30,468		$	37,621
Interest Cost		95,136			100,056			93,976
Expected return on plan assets		(99,326	)		(114,243	)		(108,500	)
Prior service cost amortization		34			277			6,907
Actuarial (gain) loss		16			(2,603	)		209
Curtailment (gain) loss		(1,900	)		2,363			—
Net pension expense	$	743		$	16,318		$	30,213

The Company also provides or subsidizes certain life insurance benefits for employees. The elements of post-retirement expenses for continuing operations are as follows (in thousands):

	December 27, 2009			December 28, 2008			December 30, 2007
Service cost	$	—		$	49		$	853
Interest cost		2,162			2,414			3,100
Actuarial (gain)		(198	)		(587	)		(35	)
Prior service cost amortization		(1,048	)		(1,171	)		(156	)
Curtailment gain		—			(2,299	)		—
Net post-retirement benefit (credit) expense	$	916		$	(1,594	)	$	3,762

F-27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following tables provide reconciliations of the plans’ benefit obligations, fair value of assets, funded status and amounts recognized in the Company’s Consolidated Balance Sheet at December 27, 2009 and December 28, 2008 (in thousands):

	Pension Benefits						Postretirement Benefits
	2009			2008			2009			2008
Change in Benefit Obligation
Benefit obligation, beginning of year	$	1,563,921		$	1,549,576		$	43,712		$	43,457
Service cost		6,783			30,468			—			49
Interest cost		95,136			100,056			2,162			2,414
Plan participants’ contributions		—			—			1,413			1,493
Actuarial (gain)/loss		92,747			(42,304	)		(6,792	)		(2,527	)
Gross benefits paid		(81,802	)		(75,150	)		(5,458	)		(6,593	)
Administrative Expenses		(4,610	)		(1,680	)		—			—
Plan amendments		—			859			(401	)		—
Curtailments		(82,680	)		2,096			—			5,419
Benefit obligation, end of year	$	1,589,495		$	1,563,921		$	34,636		$	43,712
Accumulated benefit obligation, end of year	$	1,589,495		$	1,495,712						N/A
Change in Plan Assets
Fair value of plan assets, beginning of year	$	845,588		$	1,377,527		$	—		$	—
Actual return on plan assets		218,198			(462,342	)		—			—
Employer contribution		7,494			7,233			4,045			5,100
Plan participants’ contributions		—			—			1,413			1,493
Gross benefits paid		(81,802	)		(75,150	)		(5,458	)		(6,593	)
Administrative expenses		(4,610	)		(1,680	)		—
Fair value of plan assets, end of year	$	984,868		$	845,588		$	—		$	—
Funded Status
Fair value of plan assets	$	984,868		$	845,588		$	—		$	—
Benefit obligations		(1,589,495	)		(1,563,921	)		(34,636	)		(43,712	)
Funded status and amount recognized, end of year	$	(604,627	)	$	(718,333	)	$	(34,636	)	$	(43,712	)
Amounts recognized in the statement of financial position consist of:
Current liability	$	(7,400	)	$	(7,043	)	$	(5,161	)	$	(7,282	)
Noncurrent liability		(597,227	)		(711,290	)		(29,475	)		(36,430	)
	$	(604,627	)	$	(718,333	)	$	(34,636	)	$	(43,712	)
Amounts recognized in accumulated other comprehensive income consist of:
Net actuarial loss/(gain)	$	430,852		$	536,547		$	(6,977	)	$	(107	)
Prior service cost/(credit)		70			1,330			(10,778	)		(11,425	)
	$	430,922		$	537,877		$	(17,755	)	$	(11,532	)

F-28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of December 27, 2009 and December 28, 2008, the measurement dates for the plans, assets and related target allocations are as follows (dollars in thousands):

	December 27, 2009		December 28, 2008		2010 Target Allocation
Equity securities	$	570,415	$	429,349	62	%
Debt securities		223,197		310,094	28	%
Real estate securities		48,787		40,319	5	%
Commodities		47,706		28,498	5	%
Cash equivalents and other		94,763		37,328	—
Plan assets	$	984,868	$	845,588	100	%

The Company’s investment policies are designed to maximize plans’ returns within reasonable and prudent levels of risk, with an investment horizon of greater than ten years so that interim investment returns and fluctuations are viewed with appropriate perspective. The policy also aims to maintain sufficient liquid returns to provide for the payment of retirement benefits and plan expenses, hence, small portions of the equity and debt investments are held in marketable mutual funds.

The Company’s policy seeks to provide an appropriate level of diversification of assets, as reflected in its target allocations, as well as limits placed on concentrations of equities in specific sectors or industries. It uses a mix of active managers and passive index funds. The Company’s expected return on long-term assets was determined by using projected returns for each asset class, factoring in both passive and active management of funds where appropriate, and developing a weighted average return based upon its target asset allocations as discussed above.

The Company’s assumed long-term return on assets was developed based upon its portfolio of assets and expected returns for each asset class, taking into account projected inflation, interest rates and market returns; and further adjusted for active and passive investment styles as appropriate for each manager and asset class. The assumed return was also reviewed in light of historical and recent returns in total and by asset class.

Expected benefit payments to retirees under the Company’s retirement and post-retirement plans, over the next ten years are summarized below (in thousands):

	Retirement Plans (1)		Post-retirement Plans
2010	$	75,749	$	5,161
2011		77,392		4,765
2012		80,332		4,353
2013		83,945		4,002
2014		87,856		3,575
2015-2019		503,193		11,447
Total	$	908,467	$	33,303

(1) Largely to be paid from the qualified defined benefit pension plan

F-29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company’s discount rate was determined by matching a portfolio long-term, non-callable, high quality bonds to the plans’ projected cash flows and through consultation with the Company’s actuaries.

Weighted average assumptions used for valuing benefit obligations were:

	2009		2008
Discount rate in determining pension benefit obligation	6.05	%	6.52	%
Discount rate in determining post-retirement obligations	5.09	%	6.22	%
Rates of salary increase	N/A		3.2 to 5.0	%

Weighted average assumption used in calculating expense:

	2009		2008		2007
Long-term return on assets	8.25	%	8.50	%	8.50	%
Discount rate in determining pension expense	6.52	%	6.41	%	5.97	%
Discount rate in determining post-retirement expense	6.22	%	5.93	%	5.64	%

The plans were revalued as of June 30, 2008 and September 30, 2008 to account for plan curtailments using appropriate discount rates at the time which also impacted pension and post-retirement expenses in fiscal 2008; and at March 31, 2009 to reflect the plan freeze which impacted pension expenses in 2009.

The following table summarizes data for pension plans with accumulated benefit obligations in excess of plan assets (in thousands):

	December 27, 2009		December  28, 2008
Projected benefit obligation	$	1,589,495	$	1,563,921
Accumulated benefit obligation		1,589,495		1,495,712
Fair value of plan assets		984,868		845,588

The following table summarizes data for pension plans with projected benefit obligations in excess of plan assets (in thousands):

	December 27, 2009		December  28, 2008
Projected benefit obligation	$	1,589,495	$	1,563,921
Fair value of plan assets		984,868		845,588

For the post-retirement plans, the medical cost trend rates are expected to decline from 8.0% in 2009 to 5.0% by the year 2016. As of December 27, 2009, a 1.0% increase in the assumed health care cost trend rate would increase the benefit obligation by $1.4 million and a 1.0% decrease in the assumed health care cost trend rate would decrease the benefit obligation by $1.3 million. As of December 28, 2008, a 1.0% increase in the assumed health care cost trend rate would increase the benefit obligation by $1.7 million and a 1.0% decrease in the assumed health care cost trend rate would decrease the benefit obligation by $1.5 million.

F-30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company has deferred compensation plans (401(k) plans and other savings plans) which enable qualified employees to voluntarily defer compensation. On March 31, 2009, the Company temporarily suspended its matching contribution to the 401(k) plans. A new 401(k) plan was implemented on June 29, 2009 and replaced the Company’s previous 401(k) plans. The new plan includes a Company match (once reinstated) and a supplemental contribution which will be tied to Company performance (as defined). The Company made $2.2 million in matching contributions to the plan in the 2009. The Company’s customary matching contributions to the 401(k) plans were $11.0 million and $13.1 million in fiscal 2008 and 2007, respectively.

Fair Value Measurement

Fair value measurements accounting framework establishes a framework for measuring fair value of assets and liabilities. This framework provides a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date.

Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value can be determined through the use of models or other valuation methodologies.

Level 3 – Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.

The table below summarizes the Plan’s financial instruments carried at fair value on a recurring basis by the fair value hierarchy levels discussed above (in thousands):

	2009
	Plan Assets
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	46,144	$	—	$	—	$	46,144
Mutual funds		66,793		—		—		66,793
Corporate stock		37,904		—		—		37,904
Corporate debt instruments		—		70,526		—		70,526
U.S. Government securities		—		148,199		—		148,199
Common collective trusts		—		538,334		—		538,334
Mortgage and asset backed securities		—		23,685		—		23,685
Other		—		31,070		41,658		72,728
Total	$	150,841	$	811,814	$	41,658		1,004,313
Pending trades								(19,445	)
							$	984,868

F-31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The table below summarizes changes in the fair value of Plan’s Level 3 investment assets held for the year ended December 27, 2009 (in thousands):

	Commercial Bank Loans			Private Equity			Equity Investment Fund		Total
Beginning Balance, December 28, 2008	$	13,897		$	8,048		$	15,000	$	36,945
Purchases, issuances, sales, settlement (net)		(13,835	)		101			—		(13,734	)
Unrealized gains (losses)		1,476			(245	)		17,216		18,447
Ending Balance, December 27, 2009	$	1,538		$	7,904		$	32,216	$	41,658

Cash and cash equivalents. The carrying value of these items approximates fair value.

Mutual funds. These investments are publicly traded investments, which are valued using the Net Asset Value (NAV). The NAV of the mutual funds is a quoted price in an active market. The NAV is determined once a day after the closing of the exchange based upon the underlying assets in the fund, less the fund’s liabilities, expressed on a per-share basis.

Corporate stock. The fair value of corporate stock is based on the exchange quoted market prices. When quoted prices are not available for identical stock, an industry standard valuation model is used which maximizes observable inputs.

Corporate debt instruments. The fair value of corporate debt instruments is based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar debt instruments, the fair value is based upon an industry valuation model, which maximizes observable inputs.

U.S. Government Securities. U.S. government securities primarily consist of investments in U.S. Treasury Bonds, Indexed Linked Bonds and Treasury Inflation Protected Securities. The fair value of U.S. government securities is based on quoted market prices when available or is based on yields currently available on comparable securities or on an industry valuation model, which maximizes observable inputs.

Common collective trusts. These investments are valued based on the NAV of the underlying investments and are provided by the fund issuers. NAV for these funds represent the quoted price in a non-market environment. There are no restrictions on participants’ ability to withdraw funds from the common collective trusts.

Mortgage and asset backed securities. Mortgage and asset backed securities are valued using quotes from independent pricing vendors based on recent trading activity and other relevant information, including market interest rate curves, referenced credit spreads, and estimated prepayment rates, where applicable.

F-32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Other. Other includes:

Private Equity Fund. Private equity funds represent investments in limited partnerships, which invest in start-up or other private companies. Fair value is estimated based on valuations of comparable public companies, recent sales of comparable private and public companies, and discounted cash flow analysis of portfolio companies and is included as a Level 3 investment in the table above.

Commercial Bank Loans. Commercial bank loans represent investments in a fund which invests in commercial bank loans. These loans are not actively traded and are valued based upon an industry valuation model based on observable and unobservable inputs and is included as a Level 3 investment in the table above.

Equity Investment Fund. This asset represents the estimated amount to be received from a redemption request made from an equity investment fund in 2008. In early 2009, the Company became aware that there was a regulatory action and criminal charges for securities fraud filed against two principals that operated the investment strategy in which the fund was invested, and accordingly, timing and amount of the pension plan’s redemption are uncertain. The fund assets are held by a court-appointed receiver. Criminal and civil claims are in process against the fund principals. At December 28, 2008 the Company recorded the value of the receivable at $15 million based upon the amount the pension plan expected to collect. During 2009, the Company became aware of facts leading it to believe the plan would ultimately collect at least $32.2 million of its investment, and accordingly valued its receivable in the plan at this amount. Any difference between the recorded amount and the actual redemption amounts will result in an adjustment to the Company’s net pension liabilities and other comprehensive loss in its financial statements upon final resolution. This asset is included as a Level 3 investment in the table above.

Real Estate Fund. These investments primarily represent investments in the different real estate investment funds that in turn invests in the real estate around the world. The trust is a commingled investment fund and is classified as a level 2.

NOTE 9. CASH FLOW INFORMATION

Cash paid during the fiscal 2009, 2008 and 2007 for interest and income taxes were (in thousands):

	2009		2008			2007
Interest paid (net of amount capitalized)	$	111,065	$	139,468		$	191,003
Interest paid on tax settlements		5,466		—			364
Income taxes paid (net of refunds)		77,481		(168,054	)		34,478

F-33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During 2009, the Company exchanged senior notes due in July 2014 for outstanding notes due in 2011, 2014, 2017 and 2029. See Note 6 for an expanded discussion of this transaction. As a result, the Company issued notes and retired notes for amounts summarized below (in thousands):

	2009
Issuance of senior notes and future interest in debt exchange	$	43,503
Carrying value of unsecured notes exchanged for senior notes in debt exchange	$	(89,423	)

There were no non-cash financing activities during fiscal 2008 and 2007.

Net cash provided (used) by operating activities of discontinued operations are summarized below (in thousands):

	2009			2008			2007
Loss from discontinued operations	$	(6,174	)	$	(6,758	)	$	(9,404	)
Reconciliation to net cash provided (used) by discontinued operations:
Refund/(payment) of income taxes related to sale of newspapers		(7,260	)		190,134			—
Deferred taxes related to newspaper held for sale		—			—			5,310
Changes in assets and liabilities and other, net		5,003			4,191			8,308
Net cash provided (used) by operating activities of discontinued operations	$	(8,431	)	$	187,567		$	4,214

Cash provided (used) by investing activities of discontinued operations are summarized below (in thousands):

	2007
Proceeds from sale of newspaper	$	522,922
Purchases of property, plant and equipment		(4,837	)
Net cash provided by investing activities of discontinued operations	$	518,085

No cash was provided or used by investing activities of discontinued operations in fiscal 2009 or 2008.

NOTE 10. COMMITMENTS AND CONTINGENCIES

The Company has purchase obligations primarily related to printing outsource agreements and capital expenditures for property, plant and equipment expiring at various dates through 2028, totaling $102.6 million.

Lease commitments

The Company and its subsidiaries rent certain facilities and equipment under operating leases expiring at various dates through July 2019. Total rental expense from continuing operations amounted to $15.2 million in fiscal 2009, $16.8 million in fiscal 2008 and $14.9 million in fiscal 2007. Most of the leases provide that the Company pay taxes, maintenance, insurance and certain other operating expenses applicable to the leased premises in addition to the minimum monthly payments. Some of the operating leases have built in escalation clauses.

F-34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Minimum rental commitments under operating leases with non-cancelable terms in excess of one year are (in thousands):

Year	Amount
2010	$	13,796
2011		10,836
2012		8,979
2013		7,956
2014		6,142
Thereafter		16,006
Total	$	63,715

The Company has subleased office space to other companies under noncancellable agreements which expire at various dates through 2019. As of December 27, 2009, aggregate minimum sublease rental payments to be received through 2019 were $21.1 million. The Company’s minimum lease payments presented above have not been reduced by minimum sublease rental payments to be received. Sublease income from operating leases totaled $2,487,009, $788,000 and $388,000 in fiscal 2009, 2008 and fiscal 2007, respectively.

Self-Insurance

The Company retains the risk for workers’ compensation, resulting from uninsured deductibles per accident or occurrence which are subject to annual aggregate limits. Losses up to the deductible amounts are accrued based upon known claims incurred and an estimate of claims incurred but not reported. For the year ended December 27, 2009, the Company compiled its historical data pertaining to the self-insurance experiences and actuarially developed the ultimate loss associated with its self-insurance programs for workers’ compensation liability. Management believes that the actuarial valuation provides the best estimate of the ultimate losses to be expected under these programs.

The undiscounted ultimate losses of all the Company’s self-insurance reserves at December 27, 2009 and December 28, 2008, were $24.4 million and $25.9 million, respectively. Based on historical payment patterns, we expect payments of undiscounted ultimate losses to be made as follows (in thousands):

Year	Amount
2010	$	5,800
2011		3,919
2012		2,834
2013		2,146
2014		1,715
Thereafter		8,012
Total	$	24,426

F-35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company discounts the ultimate losses above to present value using an approximate risk-free rate over the average life of our insurance claims. For the years ended December 27, 2009 and December 28, 2008, the discount rate used was 3.67% and 4.0%, respectively. The present value of all self-insurance reserves for the employee group health claims and workers’ compensation liability recorded at December 27, 2009 and December 28, 2008 was $21.0 million and $21.9 million, respectively.

The Company had letters of credit of $6.3 million outstanding at December 27, 2009 to collateralize its self-insurance obligations.

Other contingent claims

There are libel and other legal actions that have arisen in the ordinary course of business and are pending against the Company. From time to time the Company is involved as a party in various governmental proceedings, including environmental matters. Management believes, after reviewing such actions with counsel, that the outcome of pending actions will not have a material adverse effect on the Company’s consolidated financial statements taken as a whole, although no assurances can be given. No material amounts for any losses from litigation which may ultimately occur have been recorded in the consolidated financial statements, as management believes that any such losses are not probable.

The Company has certain indemnifications related to disposed newspaper operations. In 2008 and 2009, the Company reserved amounts totaling $8.4 million and $10.7 million, respectively related to these indemnifications. Remaining indemnification obligations related to disposed newspapers are not material to the Company’s financial position or results of operations.

In the third quarter of 2007, the Company entered into an agreement with the Pension Benefit Guaranty Corporation (PBGC) to guarantee certain potential pension plan termination liabilities associated with the plans maintained by certain divested newspapers. The agreement expired on September 1, 2009 date with no payments required from the Company.

NOTE 11. COMMON STOCK AND STOCK PLANS

The Company’s Class A and Class B Common Stock participate equally in dividends. Holders of Class B are entitled to one vote per share and to elect as a class 75% of the Board of Directors, rounded down to the nearest whole number. Holders of Class A Common Stock are entitled to one-tenth of a vote per share and to elect as a class 25% of the Board of Directors, rounded up to the nearest whole number. Class B Common Stock is convertible at the option of the holder into Class A Common Stock on a share-for-share basis.

The holders of shares of Class B Common Stock are parties to an agreement, the intent of which is to preserve control of the Company by the McClatchy family. Under the terms of the agreement, the Class B shareholders have agreed to restrict the transfer of any shares of Class B Common Stock to one or more “Permitted Transferees,” subject to certain exceptions. A “Permitted Transferee” is any current holder of shares of Class B Common Stock of the Company; any lineal descendant of Charles K. McClatchy (1858 to 1936); or a trust for the exclusive benefit of, or in which all of the remainder beneficial interests are owned by, one or more lineal descendants of Charles K. McClatchy.

F-36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Generally, Class B shares can be converted into shares of Class A Common Stock and then transferred freely (unless, following conversion, the outstanding shares of Class B Common Stock would constitute less than 25% of the total number of all outstanding shares of common stock of the Company). In the event that a Class B shareholder attempts to transfer any shares of Class B Common Stock in violation of the agreement, or upon the happening of certain other events enumerated in the agreement as “Option Events,” each of the remaining Class B shareholders has an option to purchase a percentage of the total number of shares of Class B Common Stock proposed to be transferred equal to such remaining Class B shareholder’s ownership percentage of the total number of outstanding shares of Class B Common Stock. If all the shares proposed to be transferred are not purchased by the remaining Class B shareholders, the Company has the option of purchasing the remaining shares. The agreement can be terminated by the vote of the holders of 80% of the outstanding shares of Class B Common Stock who are subject to the agreement. The agreement will terminate on September 17, 2047, unless terminated earlier in accordance with its terms.

At December 27, 2009, the Company has six stock-based compensation plans, which are described below.

The Company’s Amended Employee Stock Purchase Plan (the Purchase Plan) reserved 4,625,000 shares of Class A Common Stock for issuance to employees. Eligible employees may purchase shares at 85% of “fair market value” (as defined) through payroll deductions. The Purchase Plan can be automatically terminated by the Company at any time. As of December 27, 2009, a total of 3,996,364 shares of Class A Common Stock have been issued under the Purchase Plan.

The Company has two stock option plans which reserve 4,062,500 Class A Common shares for issuance to key employees — the 1994 and 1997 plans (Employee Plans). Terms of each of the Employee Plans are substantially the same. Options are granted at the market price of the Class A Common Stock on the date of grant. The options vest in installments over four years, and once vested are exercisable up to 10 years from the date of grant. Although the plans permit the Company, at its sole discretion, to settle unexercised options by granting stock appreciation rights, the Company does not intend to avail itself of this alternative for option grants made under these plans. The 1994 plan (which has 1,241,450 outstanding grants at December 27, 2009) expired in January 2004 and has been replaced by the 2004 stock incentive plan (see the discussion below).

The Company’s two amended and restated stock option plans for outside directors (the 1990 Stock Option Plan and the 2001 Director Plan, together the Directors’ Plans) provide for the issuance of up to 687,500 shares of Class A Common Stock. Generally, under these plans each non-employee director was granted, at the conclusion of each regular annual meeting of stockholders, an option to purchase shares of Class A Common Stock at fair market value on the date of the grant. Terms of the Directors’ Plans are similar to the terms of the Employee Plans. No options were granted in 2009, 2008 or 2007 under these plans. In 2007, each director was granted 1,200 shares of Class A Common Stock.

F-37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company has a stock incentive plan (the 2004 plan) which reserves 9,000,000 Class A Common shares for issuance to key employees and outside directors. Terms of the 2004 plan are similar to the Employee and Directors’ Plans, except that the 2004 plan permits the following type of incentive awards in addition to stock options and stock appreciation rights: restricted stock, unrestricted stock, stock units and dividend equivalent rights. Beginning in fiscal 2005, the Company awarded stock-settled stock appreciation rights (SARs) in lieu of stock options. The SARs were granted at fair market value, have a ten-year term and vest in four equal annual installments beginning on March 1 following the year for which the award was made.

In 2009, the Company also granted 845,000 restricted stock units (RSU) at fair market value on the date of grant ($3.42 per share) to certain key employees from the 2004 plan. The RSUs vest on March 1, 2012. As of December 27, 2009, there were $2.8 million of unrecognized compensation costs for non-vested RSUs which are expected to be recognized over 2.18 years.

Outstanding options and SARs are summarized as follows:

	Options/ SARs		Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Outstanding December 31, 2006	4,064,075		$	52.78	$	4,857
Granted	1,468,000		$	13.86
Exercised	(69,625	)	$	26.55	$	752
Forfeited	(124,000	)	$	61.12
Expired	(261,650	)	$	55.77
Outstanding December 30, 2007	5,076,800		$	41.53	$	—
Granted	1,787,000		$	1.88
Exercised	—		$	—
Forfeited	(134,625	)	$	30.63
Expired	(171,825	)	$	40.76
Outstanding December 28, 2008	6,557,350		$	30.97	$	—
Granted	1,136,000		$	3.41
Exercised	—		$	—
Forfeited	(312,000	)	$	11.95
Expired	(341,500	)	$	27.93
Outstanding December 27, 2009	7,039,850		$	26.79	$	3,086
Vested and Expected to Vest December 27, 2009	6,669,693		$	27.97	$	2,805
Options exercisable:
December 30, 2007	2,100,175				$	—
December 28, 2008	2,561,725				$	—
December 27, 2009	2,987,725				$	2

As of December 27, 2009, there were $5.0 million of unrecognized compensation costs related to options and SAR’s granted under the Company’s plans. The cost is expected to be recognized over a weighted average period of 2.02 years.

F-38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following tables summarize information about stock options and SARs outstanding in the stock plans at December 27, 2009:

Range of Exercise Prices	Options/ SARs Outstanding	Average Remaining Contractual Life	Weighted Average Exercise Price		Options/ SARs Exercisable	Weighted Average Exercise Price
$ 1.50 - $ 3.42	2,733,000	9.38	$	2.41	1,000	$	1.70
$ 9.07 - $45.98	2,594,100	5.87	$	28.39	1,367,850	$	35.02
$ 47.22 - $73.36	1,712,750	4.01	$	63.28	1,618,875	$	63.59
	7,039,850	6.78	$	26.79	2,987,725	$	50.49

The weighted average remaining contractual life on options exercisable at December 27, 2009 was 4.0 years. The weighted average remaining contractual life of options vested and expected to vest at December 27, 2009 was 6.7 years. The fair value of the stock options and SARs granted was estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the following table. The expected life of the options represents the period of time that options granted are expected to be outstanding using the historical exercise behavior of employees. The expected dividend yield is based on historical dividends declared per year, giving consideration for any anticipated change and the estimated stock price over the expected life of the options based on historical experience. Expected volatility was based on historical volatility for a period equal to the stock option’s expected life for shares granted. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

	2009			2008			2007
Expected life in years		6.06			5.99			5.38
Dividend yield		NIL			NIL			3.46
Volatility		0.82			0.45			0.21
Risk-free interest rate		2.72	%		1.59	%		3.36	%
Weight average exercise price of options/SARs granted	$	3.41		$	1.88		$	13.86
Weighted average fair value of options/SARS granted	$	2.43		$	0.78		$	2.20

The Company also offers eligible employees the option to purchase Class A Common Stock under its ESPP. The expense associated with the plan is computed using a Black-Scholes option valuation model with similar assumptions to those described for stock options, except that volatility is computed using a one-year look back given the short-term nature of this option. Expense associated with the ESPP is included in the stock-related compensation discussed in Note 1.

F-39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In 2005 and 2006, the Company awarded restricted stock grants in the amount of 40,000 shares and 25,000 shares, respectively to the Chief Executive Officer. Based on the vesting criteria, 50% of the shares granted in 2005, or 20,000 shares, vested on January 25, 2009 and the remaining 20,000 shares were forfeited. For the 2006 grant, based on the vesting requirements, 6,250 shares vested on each of January 24, 2007 and January 24, 2008, and 3,125 shares vested on January 24, 2009. On January 24, 2010, 4,688 shares vested. No shares remain outstanding and unvested after January 24, 2010.

NOTE 12. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The Company’s business is somewhat seasonal, with peak revenues and profits generally occurring in the second and fourth quarters of each year as a result of increased advertising activity during the holiday seasons. The first quarter is historically the slowest quarter for revenues and profits. The Company’s quarterly results are summarized as follows (in thousands, except per share amounts):

2009	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter (1)
Net revenues	$	365,625		$	365,335		$	347,390		$	393,234
Operating income (loss)		(10,862	)		44,788			60,367			104,219
Income (loss) from continuing operations		(47,983	)		56,686			30,545			50,163
Income (loss) from discontinued operations		209			210			(38	)		(6,555	)
Income (loss) from continuing operations per common share		(0.45	)		0.50			0.28			0.38
Income (loss) from discontinued operations per common share		—			—			—			(.08	)
2008
Net revenues	$	488,283		$	489,683		$	451,620		$	470,870
Operating income		56,734			43,715			40,637			20,516
Income (loss) from continuing operations		(993	)		20,051			4,167			(20,418	)
Income (loss) from discontinued operations		144			(386	)		67			(6,758	)
Income (loss) from continuing operations per common share		(0.01	)		0.24			0.05			(0.25	)
Income (loss) from discontinued operations per common share		—			—			—			(0.08	)

(1) Includes masthead impairment of $59.6 million in 2008. See Note 3.

F-40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 13. FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS

Substantially all of the Company’s subsidiaries (“Guarantor Subsidiaries”) have guaranteed the Company’s obligations under the Amended and Restated Credit Agreement and 2017 Notes. Each of the Guarantor Subsidiaries are 100% owned by The McClatchy Company (“Parent”) and the guarantees provided by the Guarantor Subsidiaries are full and conditional and joint and several. The primary asset owned by the Parent is land held for sale in Miami valued at $151 million. See Note 4 for a greater description of this land. The after-tax proceeds of the sale of this land are required to be used to pay down debt under the Company’s Amended and Restated Credit Agreement and are excluded from the requirement to repay the 2017 Notes.

The following tables present condensed consolidating financial information for the Guarantor Subsidiaries, all other subsidiaries (“Non-Guarantor Subsidiaries”) and the Parent. These condensed consolidating financial statements were prepared in accordance with Rule 3-10 of the Securities and Exchange Commission Regulation S-X, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The Company accounts for investments in these subsidiaries under the equity method of accounting. The financial statements include eliminations which are primarily related to investments in subsidiaries and intercompany balances and transactions. All cash receipts and payments are at Guarantor Subsidiaries and no cash transactions take place at Non-Guarantor Subsidiaries or at the Parent company, accordingly all activities attributed to the Parent and Non-Guarantor Subsidiaries are of a non-cash nature in the statement of cash flows. Amounts are in thousands:

F-41

CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 27, 2009

	Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Parent		Eliminations			Consolidated
CURRENT ASSETS:
Cash and cash equivalents	$	6,157								$	6,157
Trade receivables, net of allowances		205,840									205,840
Newsprint, ink and other inventories		36,374									36,374
Other current assets		70,054	$	440	$	2,376					72,870
Total current assets		318,425		440		2,376					321,241
Property, plant and equipment, net		767,577		3							767,580
Identifiable intangibles - net		711,758									711,758
Goodwill		1,006,020									1,006,020
Investments in unconsolidated companies		304,838		1,106		16,165					322,109
Other assets		7,634				166,557					174,191
Investment in and advances to subsidiaries						2,062,951	$	(2,062,951	)		—
TOTAL ASSETS	$	3,116,252	$	1,549	$	2,248,049	$	(2,062,951	)	$	3,302,899
CURRENT LIABILITIES:
Accounts payable and accrued compensation	$	126,870	$	904	$	5,435				$	133,209
Unearned revenue		78,908									78,908
Other accrued liabilities		27,236		28		23,829					51,093
Total current liabilities		233,014		932		29,264					263,210
Long-term debt						1,896,436					1,896,436
Pension and postretirement obligations		604,701									604,701
Other long-term obligations		215,928		275		152,160					368,363
Total Liabilities		1,053,643		1,207		2,077,860					3,132,710
CAPITAL STRUCTURE		2,062,609		342		170,189	$	(2,062,951	)		170,189
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,116,252	$	1,549	$	2,248,049	$	(2,062,951	)	$	3,302,899

F-42

CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 28, 2008

	Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Parent		Eliminations			Consolidated
CURRENT ASSETS:
Cash and cash equivalents	$	4,998									$	4,998
Trade receivables, net of allowances		243,700										243,700
Newsprint, ink and other inventories		49,301										49,301
Land and other assets held for sale		5,266				$	177,300					182,566
Other current assets		74,787	$	644			733					76,164
Total current assets		378,052		644			178,033					556,729
Property, plant and equipment, net		842,871		6								842,877
Identifiable intangibles - net		771,076										771,076
Goodwill		1,006,020										1,006,020
Investments in unconsolidated companies		310,187		2,314			10,756					323,257
Other assets		7,742					14,505					22,247
Investment in and advances to subsidiaries							2,075,171	$	(2,075,171	)		—
TOTAL ASSETS	$	3,315,948	$	2,964		$	2,278,465	$	(2,075,171	)	$	3,522,206
CURRENT LIABILITIES:
Accounts payable and accrued compensation	$	151,312	$	1,611		$	996				$	153,919
Unearned revenue		81,091										81,091
Other accrued liabilities		58,295		(366	)		54,652					112,581
Total current liabilities		290,698		1,245			55,648					347,591
Long-term debt							2,037,776					2,037,776
Pension and postretirement obligations		747,720										747,720
Other long-term obligations		203,429		649			132,612					336,690
Total Liabilities		1,241,847		1,894			2,226,036					3,469,777
CAPITAL STRUCTURE		2,074,101		1,070			52,429	$	(2,075,171	)		52,429
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,315,948	$	2,964		$	2,278,465	$	(2,075,171	)	$	3,522,206

F-43

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 27, 2009

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Parent			Eliminations			Consolidated
REVENUES - NET:
Advertising	$	1,143,129											$	1,143,129
Circulation		278,256												278,256
Other		49,605		$	594									50,199
Total revenues -net		1,470,990			594									1,471,584
OPERATING EXPENSES:
Compensation		582,123			118									582,241
Newsprint and supplements		167,164												167,164
Depreciation and amortization		142,889												142,889
Other operating expenses		379,145			90		$	1,543						380,778
Total operating expenses		1,271,321			208			1,543						1,273,072
OPERATING INCOME (LOSS)		199,669			386			(1,543	)					198,512
NON-OPERATING (EXPENSES) INCOME:
Interest expense		1,928						(129,204	)					(127,276	)
Write-down of investments and land held for sale		(2,022	)					(26,300	)					(28,322	)
Gain on extinguishment of debt								44,117						44,117
Intercompany (charges) credits		(121,975	)		13,518			108,457						—
Other - net		2,967			(127	)		(460	)					2,380
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		80,567			13,777			(4,933	)					89,411
INCOME TAX PROVISION (BENEFIT)		25,309			5,649			(1,811	)					29,147
INCOME (LOSS) FROM CONTINUING OPERATIONS		55,258			8,128			(3,122	)					60,264
EQUITY INCOME FROM SUBSIDIARIES								63,386		$	(63,386	)		—
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES								(6,174	)					(6,174	)
NET INCOME (LOSS)	$	55,258		$	8,128		$	54,090		$	(63,386	)	$	54,090

F-44

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 28, 2008

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Parent			Eliminations		Consolidated
REVENUES - NET:
Advertising	$	1,568,323		$	443						$	1,568,766
Circulation		265,550			34							265,584
Other		65,280			826							66,106
Total revenues -net		1,899,153			1,303							1,900,456
OPERATING EXPENSES:
Compensation		822,231			540							822,771
Newsprint and supplements		252,546			53							252,599
Depreciation and amortization		142,948										142,948
Other operating expenses		459,004			115	$	1,854					460,973
Masthead impairment		59,563										59,563
Total operating expenses		1,736,292			708		1,854					1,738,854
OPERATING INCOME (LOSS)		162,861			595		(1,854	)				161,602
NON-OPERATING (EXPENSES) INCOME:
Interest expense		(2,933	)				(154,452	)				(157,385	)
Equity loss in unconsolidated companies-net		(12,282	)		585		(2,324	)				(14,021	)
Write-down of investments		(26,462	)									(26,462	)
Gain on sale of SP Newsprint Company		34,417										34,417
Gain on extinguishment of debt							21,026					21,026
Intercompany (charges) credits		(195,749	)		12,518		183,231					—
Other - net		1,964					944					2,908
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(38,184	)		13,698		46,571					22,085
INCOME TAX PROVISION (BENEFIT)		(3,439	)		5,616		17,101					19,278
INCOME (LOSS) FROM CONTINUING OPERATIONS		(34,745	)		8,082		29,470					2,807
EQUITY LOSS FROM SUBSIDIARIES							(26,663	)	$	26,663		—
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES							(6,758	)				(6,758	)
NET INCOME (LOSS)	$	(34,745	)	$	8,082	$	(3,951	)	$	26,663	$	(3,951	)

F-45

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 30, 2007

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Parent			Eliminations		Consolidated
REVENUES - NET:
Advertising	$	1,910,922		$	800							$	1,911,722
Circulation		275,583			75								275,658
Other		71,980			1,003								72,983
Total revenues -net		2,258,485			1,878								2,260,363
OPERATING EXPENSES:		—
Compensation		911,367			597								911,964
Newsprint and supplements		277,519			115								277,634
Depreciation and amortization		148,559											148,559
Other operating expenses		494,660			(446	)	$	1,898					496,112
Goodwill and masthead impairment		2,992,046											2,992,046
Total operating expenses		4,824,151			266			1,898					4,826,315
OPERATING INCOME (LOSS)		(2,565,666	)		1,612			(1,898	)				(2,565,952	)
NON-OPERATING (EXPENSES) INCOME:
Interest expense		(1,763	)					(196,234	)				(197,997	)
Equity loss in unconsolidated companies-net		(38,278	)		837			542					(36,899	)
Write-down of investments and land held for sale		(75,060	)					(9,508	)				(84,568	)
Intercompany (charges) credits		(169,187	)		12,304			156,883					—
Other - net		1,045						1,180					2,225
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(2,848,909	)		14,753			(49,035	)				(2,883,191	)
INCOME TAX PROVISION (BENEFIT)		(144,625	)		6,049			(18,006	)				(156,582	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		(2,704,284	)		8,704			(31,029	)				(2,726,609	)
EQUITY LOSS FROM SUBSIDIARES								(2,703,569	)	$	2,703,569		—
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES		(7,989	)					(1,415	)				(9,404	)
NET INCOME (LOSS)	$	(2,712,273	)	$	8,704		$	(2,736,013	)	$	2,703,569	$	(2,736,013	)

F-46

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 27, 2009

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Parent		Consolidated
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	123,166		$	—	$	—	$	123,166
CASH USED IN INVESTING ACTIVITIES		(105	)						(105	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments of revolving bank debt		(61,000	)						(61,000	)
Extinguishment of public notes		(38,082	)						(38,082	)
Other-net		(22,820	)						(22,820	)
Net cash used in financing activities		(121,902	)						(121,902	)
NET CHANGE IN CASH		1,159							1,159
CASH AT BEGINNING OF YEAR		4,998							4,998
CASH AT END OF YEAR	$	6,157		$	—	$	—	$	6,157

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 28, 2008

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Parent		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by operating activities of continuing operations	$	194,302		$	—	$	—	$	194,302
Cash provided by operating activities of discontinued operations		187,567							187,567
Net cash provided by operating activities		381,869							381,869
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment and other		33,172							33,172
Proceeds from sale of investments		63,141							63,141
Other		(22,273	)						(22,273	)
Net cash provided by investing activities		74,040							74,040
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments of revolving bank debt		(116,900	)						(116,900	)
Extinguishment of public notes		(300,871	)						(300,871	)
Payment of dividends		(51,828	)						(51,828	)
Other-net		(7,128	)						(7,128	)
Net cash used in financing activities		(476,727	)						(476,727	)
NET CHANGE IN CASH		(20,818	)						(20,818	)
CASH AT BEGINNING OF YEAR		25,816							25,816
CASH AT END OF YEAR	$	4,998		$	—	$	—	$	4,998

F-47

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 30, 2007

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Parent		Consolidated
CASH PROVIDED BY OPERATING ACTIVITIES	$	360,469		$	—	$	—	$	360,469
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment and other		27,370							27,370
Proceeds from sale of investments		24,288							24,288
Purchases of property, plant and equipment		(60,793	)						(60,793	)
Other		(3,861	)						(3,861	)
Net cash used by investing activities of continuing operations		(12,996	)						(12,996	)
Cash provided by investing activities of discontinued operations		518,085							518,085
Net cash provided by investing activities		505,089							505,089
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of term debt		(550,000	)						(550,000	)
Net repayments of revolving bank debt		(157,195	)						(157,195	)
Extinguishment of public notes		(100,000	)						(100,000	)
Payment of dividends		(59,041	)						(59,041	)
Other-net		6,913							6,913
Net cash used in financing activities		(859,323	)						(859,323	)
NET CHANGE IN CASH		6,235							6,235
CASH AT BEGINNING OF YEAR		19,581							19,581
CASH AT END OF YEAR	$	25,816		$	—	$	—	$	25,816

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. Our management evaluated, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a—15(e) or 15d—15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective at that time to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission Rules and Forms.

F-48

Changes in internal control over financial reporting. There was no change in our internal control over financial reporting that occurred during our last fiscal quarter of fiscal 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control system over financial reporting is designed to provide reasonable assurance regarding the preparation and fair presentation of the Company’s financial statements presented in accordance with generally accepted accounting principles in the United States of America.

An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management of the Company assessed the effectiveness of the Company’s internal control over financial reporting as of December 27, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on management’s assessment and those criteria, management believes that the Company’s internal control over financial reporting was effective as of December 27, 2009.

The McClatchy Company’s independent registered public accounting firm has issued an attestation report on the Company’s internal control over financial reporting. This report begins on page F-2.

F-49

PART I – FINANCIAL INFORMATION

Item 1 – FINANCIAL STATEMENTS AS OF AND FOR THE QUARTER ENDED MARCH 28, 2010

THE McCLATCHY COMPANY

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands, except share amounts)

	March 28, 2010			December 27, 2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	7,231		$	6,157
Trade receivables – (less allowance of $9,910 in 2010 and $10,298 in 2009 )		156,699			205,840
Other receivables		11,514			9,660
Newsprint, ink and other inventories		34,659			36,374
Deferred income taxes		23,648			23,648
Income tax receivable		10,056			10,019
Assets held for sale		5,972			6,390
Other current assets		19,815			23,153
		269,594			321,241
PROPERTY, PLANT AND EQUIPMENT:
Land		195,459			195,918
Building and improvements		388,595			389,803
Equipment		799,650			800,034
Construction in progress		3,994			3,091
		1,387,698			1,388,846
Less accumulated depreciation		(635,876	)		(621,266	)
		751,822			767,580
INTANGIBLE ASSETS:
Identifiable intangibles – net		697,096			711,758
Goodwill		1,006,020			1,006,020
		1,703,116			1,717,778
INVESTMENTS AND OTHER ASSETS:
Investments in unconsolidated companies		320,425			322,109
Other assets		197,597			174,191
		518,022			496,300
TOTAL ASSETS	$	3,242,554		$	3,302,899

See notes to condensed consolidated financial statements.

F-50

THE McCLATCHY COMPANY

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) – Continued

(In thousands, except share amounts)

	March 28, 2010			December 27, 2009
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	38,144		$	46,240
Accrued compensation		88,281			86,969
Income taxes payable		1,630			11,453
Unearned revenue		82,365			78,908
Accrued interest		22,737			21,148
Other accrued liabilities		17,589			18,492
		250,746			263,210
NON-CURRENT LIABILITIES:
Long-term debt		1,827,485			1,896,436
Deferred income taxes		254,106			243,167
Pension and postretirement obligations		603,073			604,701
Other long-term obligations		133,633			125,196
		2,818,297			2,869,500
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Common stock $.01 par value:
Class A – authorized 200,000,000 shares, issued 59,855,525 in 2010 and 59,705,101 in 2009		598			597
Class B – authorized 60,000,000 shares, issued 24,800,962 in 2010 and 24,800,962 in 2009		248			248
Additional paid-in capital		2,208,595			2,207,122
Accumulated deficit		(1,780,898	)		(1,783,101	)
Treasury stock at cost, 63,446 shares in 2010 and 37,902 shares in 2009		(202	)		(153	)
Accumulated other comprehensive loss		(254,830	)		(254,524	)
		173,511			170,189
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,242,554		$	3,302,899

See notes to condensed consolidated financial statements.

F-51

THE McCLATCHY COMPANY

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

(In thousands, except per share amounts)

	Three Months Ended
	March 28, 2010			March 29, 2009
REVENUES – NET:
Advertising	$	252,921		$	284,689
Circulation		69,686			68,480
Other		12,958			12,456
		335,565			365,625
OPERATING EXPENSES:
Compensation		137,636			183,308
Newsprint and supplements		32,312			54,376
Depreciation and amortization		31,818			34,377
Other operating expenses		87,208			104,426
		288,974			376,487
OPERATING INCOME (LOSS)		46,591			(10,862	)
NON-OPERATING (EXPENSES) INCOME:
Interest expense		(40,767	)		(33,921	)
Interest income		27			31
Loss on debt extinguishment		(7,492	)		—
Equity losses in unconsolidated companies – net		(954	)		(3,130	)
Other – net		9			(101	)
		(49,177	)		(37,121	)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX BENEFIT		(2,586	)		(47,983	)
INCOME TAX BENEFIT		(628	)		(10,259	)
LOSS FROM CONTINUING OPERATIONS		(1,958	)		(37,724	)
INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES		4,161			209
NET INCOME (LOSS)	$	2,203		$	(37,515	)
NET INCOME (LOSS) PER COMMON SHARE:
Basic:
Loss from continuing operations	$	(0.02	)	$	(0.45	)
Income from discontinued operations		0.05			—
Net income (loss) per share	$	0.03		$	(0.45	)
Diluted:
Loss from continuing operations	$	(0.02	)	$	(0.45	)
Income from discontinued operations		0.05			—
Net income (loss) per share	$	0.03		$	(0.45	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES:
Basic		84,577			83,020
Diluted		84,577			83,020

See notes to condensed consolidated financial statements.

F-52

THE McCLATCHY COMPANY

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(In thousands)

	Three Months Ended
	March 28, 2010			March 29, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from continuing operations	$	(1,958	)	$	(37,724	)
Reconciliation to net cash provided by continuing operations:
Depreciation and amortization		31,818			34,377
Retirement benefit expense		1,525			2,355
Stock compensation expense		1,240			291
Equity loss in unconsolidated companies		954			3,130
Loss on debt extinguishment		7,492			—
Other		3,325			3,187
Changes in certain assets and liabilities:
Trade receivables		49,141			64,928
Inventories		1,715			5,837
Other assets		3,180			267
Accounts payable		(9,053	)		(20,877	)
Accrued compensation		1,312			3,792
Income taxes		(749	)		(27,371	)
Other liabilities		4,692			(4,177	)
Net cash provided by operating activities of continuing operations		94,634			28,017
Net cash used by operating activities of discontinued operations		—			(7,051	)
Net cash provided by operating activities		94,634			20,966
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(1,728	)		(2,837	)
Deposit on land held for sale		6,000			—
Proceeds from sale of investments		—			5,000
Other – net		2,204			1,200
Net cash provided by investing activities of continuing operations		6,476			3,363
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes		864,710			—
Net (repayments) borrowing of revolving bank debt		(330,700	)		14,380
Repayment of term bank debt		(415,765	)		—
Repurchase of public notes		(187,339	)		—
Payment of refinancing costs		(31,127	)		—
Payment of cash dividends		—			(7,431	)
Other – principally stock issuances		185			342
Net cash (used) provided by financing activities		(100,036	)		7,291
NET CHANGE IN CASH AND CASH EQUIVALENTS		1,074			31,620
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		6,157			4,998
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	7,231		$	36,618
OTHER CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Income taxes (net of refunds)	$	401		$	24,734
Interest (net of capitalized interest)	$	32,742		$	32,194

See notes to condensed consolidated financial statements.

F-53

THE McCLATCHY COMPANY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In thousands, except share and per share amounts)

	Par Value				Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Treasury
	Class A		Class B		Capital		Deficit			Income (Loss)			Stock			Total
BALANCES, DECEMBER 28, 2009	$	597	$	248	$	2,207,122	$	(1,783,101	)	$	(254,524	)	$	(153	)	$	170,189
Net income								2,203									2,203
Other comprehensive income (loss), net of tax:
Pension and postretirement plans:
Unamortized gain/prior service credit											146						146
Other comprehensive loss related to investments in unconsolidated companies											(452	)					(452	)
Other comprehensive loss																	(306	)
Total comprehensive income																	1,897
Issuance of 150,424 Class A shares under stock plans		1				233											234
Stock compensation expense						1,240											1,240
Purchase of 25,544 shares of treasury stock														(49	)		(49	)
BALANCES, MARCH 28, 2010	$	598	$	248	$	2,208,595	$	(1,780,898	)	$	(254,830	)	$	(202	)	$	173,511

See notes to condensed consolidated financial statements.

F-54

THE McCLATCHY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

The McClatchy Company (the Company or McClatchy) is the third-largest newspaper publisher in the United States based on daily circulation, with 30 daily newspapers and 43 non-dailies in 29 markets across the country. McClatchy also operates leading local websites and direct marketing operations in each of its markets which complement its newspapers and extend its audience reach in each market. The Company’s newspapers include, among others, The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer and The (Raleigh) News & Observer.

McClatchy also owns a portfolio of premium digital assets, including 14.4% of CareerBuilder LLC, the nation’s largest online job site, 25.6% of Classified Ventures LLC, a newspaper industry partnership that offers classified websites such as: the auto website, cars.com, and the rental site, Apartments.com, and 33.3% of HomeFinder, LLC which operates the online real estate website HomeFinder.com. McClatchy’s Class A common stock is listed on the New York Stock Exchange under the symbol MNI.

The condensed consolidated financial statements include the Company and its subsidiaries. Intercompany items and transactions are eliminated. In preparing the financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Management also makes judgments that affect disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary (consisting of normal recurring items) to present fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented. The financial statements contained in this report are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the period ended December 27, 2009.

Stock-based compensation – Beginning in fiscal 2006, all share-based payments to employees, including grants of employee stock options, stock appreciation rights and restricted stock under equity incentive plans and purchases under the employee stock purchase plan (ESPP), are recognized in the financial statements based on their fair values. At March 28, 2010, the Company had six stock-based compensation plans. Total stock-based compensation expense was $1.2 million and $0.3 million for the first fiscal quarters of 2010 and 2009, respectively.

Income Taxes – The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

F-55

THE McCLATCHY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Current accounting standards in the United States prescribe a recognition threshold and measurement of a tax position taken or expected to be taken in an enterprise’s tax returns. The Company recognizes accrued interest related to unrecognized tax benefits in interest expense. Accrued penalties are recognized as a component of income tax expense. There were no significant changes to the Company’s unrecognized tax benefits in the first fiscal quarter of 2010.

Fair Value of Financial Instruments – Generally accepted accounting principles in the United States (“GAAP”) require the disclosure of the fair value of certain financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. The Company estimated the fair values presented below using appropriate valuation methodologies and market information available as of quarter-end. Considerable judgment is required to develop estimates of fair value, and the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair values. Additionally, the fair values were estimated at quarter-end, and current estimates of fair value may differ significantly from the amounts presented.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and equivalents, accounts receivable, accounts payable and current portion of long term debt. The carrying amount of these items approximates fair value.

Long term debt. The fair value of long term debt is determined based on a number of observable inputs including the current market activity of the Company’s publicly traded notes and bank debt, trends in investor demand and market values of comparable publicly traded debt. At March 28, 2010, the estimated fair value of long term debt was $1.6 billion compared to a carrying value of $1.8 billion.

Comprehensive income (loss) – The Company records changes in its net assets from non-owner sources in its Statement of Stockholders’ Equity. The following table summarizes the composition of total comprehensive income (loss) (in thousands):

	Three Months Ended
	March 28, 2010			March 29, 2009
Net income (loss)	$	2,203		$	(37,515	)
Pension amortization from other comprehensive income, net of tax		146			26,944
Other comprehensive loss related to equity investments		(452	)		(894	)
Total comprehensive income (loss)	$	1,897		$	(11,465	)

Earnings per share (EPS) – Basic EPS excludes dilution from common stock equivalents and reflects income divided by the weighted average number of common shares outstanding for the period. Diluted EPS is based upon the weighted average number of outstanding shares of common stock and dilutive common stock equivalents in the period. Common stock equivalents arise from dilutive stock options and restricted stock and are computed using the treasury stock method. The weighted average anti-dilutive stock options and restricted stock that could potentially dilute basic EPS in the future, but were not included in the weighted average share calculation for the first fiscal quarter were 7.0 million in 2010 and 6.5 million in 2009.

F-56

THE McCLATCHY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

New Accounting Pronouncements – In June 2009, a new pronouncement was issued amending the interpretation of accounting literature related to consolidations. The new guidance applies to determinations as to whether an enterprise has a controlling financial interest in a variable interest entity. This determination identifies the primary beneficiary of a variable interest entity as the enterprise that has both the power to direct the activities of a variable interest entity that most significantly impacts the entity’s economic performance, and the obligation to absorb losses or the right to receive benefits of the entity that could potentially be significant to the variable interest entity. The new pronouncement also requires ongoing reassessments of whether an enterprise is the primary beneficiary and eliminates the quantitative approach previously required for determining the primary beneficiary. The new pronouncement was effective for the Company on December 28, 2009. The adoption of this pronouncement did not have a material effect on the condensed consolidated financial statements.

NOTE 2. INVESTMENTS IN UNCONSOLIDATED COMPANIES

The following is the Company’s ownership interest and investment in unconsolidated companies and joint ventures as of March 28, 2010 and December 27, 2009 (dollars in thousands):

Company	% Ownership Interest	March 28, 2010		December 27, 2009
CareerBuilder, LLC	14.4	$	216,715	$	218,736
Classified Ventures, LLC	25.6		84,009		81,538
Seattle Times Company (C-Corporation)	49.5		—		—
HomeFinder, LLC	33.3		4,505		5,048
Ponderay (general partnership)	27.0		12,788		13,754
Other	Various		2,408		3,033
		$	320,425	$	322,109

The Company uses the equity method of accounting for a majority of investments.

F-57

THE McCLATCHY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

During the three months ended March 28, 2010, McClatchy’s proportionate share of net income from four investees listed in the table above was greater than 20% of McClatchy’s consolidated net income before taxes. Summarized income statement information for these companies for the first three months of 2010 and 2009 follows (in thousands):

	Three Months Ended
	March 28, 2010		March 29, 2009
Revenues	$	232,525	$	240,947
Operating income		8,680		2,052
Net income		9,466		1,366

As part of the Company’s acquisition of Knight-Ridder, Inc. in 2006, the Company acquired 10 acres of land in Miami. Such land is under contract to be sold for gross proceeds of $190.0 million pursuant to a March 2005 sale agreement. The contract was extended to January 19, 2010 in exchange for an increase in the termination fee from $6.0 million to $7.0 million should the buyer fail to close the transaction. The buyer extended the agreement to January 31, 2011, by paying McClatchy an additional $6.0 million nonrefundable deposit on January 19, 2010. The purchase price under the original agreement has remained unchanged at $190.0 million. McClatchy received the $6.0 million deposit and has extended the contract to January 31, 2011. McClatchy has received $16.0 million in non-refundable deposits from the buyer that will be applied toward the purchase price.

F-58

THE McCLATCHY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

NOTE 3. INTANGIBLE ASSETS AND GOODWILL

Intangible assets and goodwill, along with their weighted-average amortization periods consisted of the following (in thousands):

	March 28, 2010
	Gross Amount		Accumulated Amortization			Net Amount		Weighted Average Amortization Period
Intangible assets subject to amortization:
Advertiser and subscriber lists	$	803,840	$	(321,382	)	$	482,458	14 years
Other		36,950		(28,699	)		8,251	8 years
Total	$	840,790	$	(350,081	)	$	490,709
Other intangible assets not subject to amortization:
Newspaper mastheads							206,387
Total							697,096
Goodwill							1,006,020
Total intangible assets and goodwill						$	1,703,116
	December 27, 2009
	Gross Amount		Accumulated Amortization			Net Amount		Weighted Average Amortization Period
Intangible assets subject to amortization:
Advertiser and subscriber lists	$	803,840	$	(307,177	)	$	496,663	14 years
Other		37,066		(28,358	)		8,708	8 years
Total	$	840,906	$	(335,535	)	$	505,371
Other intangible assets not subject to amortization:
Newspaper mastheads							206,387
Total							711,758
Goodwill							1,006,020
Total intangible assets and goodwill						$	1,717,778

Changes in indefinite lived intangible assets and goodwill as of March 28, 2010 consisted of the following (in thousands):

	Original  Gross Amount		Accumulated Impairment			Carrying Amount
Mastheads and other	$	683,000	$	(476,613	)	$	206,387
Goodwill		3,581,016		(2,574,996	)		1,006,020
Total	$	4,264,016	$	(3,051,609	)	$	1,212,407

F-59

THE McCLATCHY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

Amortization expense was $14.7 million and $14.9 million in fiscal of 2010 and 2009, respectively. The estimated amortization expense for the five succeeding fiscal years is as follows (in thousands):

Year	Amortization Expense
2010 (remaining)	$	43,977
2011		57,538
2012		57,363
2013		56,223
2014		51,745
2015		47,266

NOTE 4. LONG-TERM DEBT

As of March 28, 2010 and December 27, 2009, long-term debt consisted of the following (in thousands):

	March 28, 2010		December 27, 2009
Term A bank debt, interest at 8.0% and 4.2% at 2010 and 2009, respectively	$	131,035	$	546,800
Revolving bank debt, interest at 4.2% at 2009		—		330,700
Notes:
$875 million 11.50% senior secured notes due in 2017		864,879		—
$375 thousand 15.75% senior notes due in 2014 (1)		582		41,120
$18 million 7.125% debentures due in 2011		18,218		167,001
$169 million 4.625% debentures due in 2014		155,429		154,694
$347 million 5.750% debentures due in 2017		322,406		321,594
$89 million 7.150% debentures due in 2027		82,198		82,099
$276 million 6.875% debentures due in 2029		252,738		252,428
Long-term debt	$	1,827,485	$	1,896,436

(1) Includes future interest to be paid on these notes.

At December 27, 2009, prior to the refinancing transaction discussed below, the Company’s bank debt consisted of a credit facility entered into on June 27, 2006 (the original credit agreement) that provided for a $1.14 billion senior secured credit facility and was originally established in connection with the acquisition of Knight-Ridder, Inc. At December 27, 2009, the Company’s original credit agreement consisted of a $590.0 million five-year revolving credit facility and $546.8 million five-year term loan. Both the term loan and the revolving credit facility under the original credit agreement were due on June 27, 2011. This agreement was amended and restated in connection with the debt refinancing transaction discussed below.

F-60

THE McCLATCHY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The publicly-traded notes are stated net of unamortized discounts and premiums (totaling to discounts of $78.3 million and $69.4 million as of March 28, 2010 and December 27, 2009 respectively) resulting from recording such assumed liabilities at fair value as of the June 27, 2006 acquisition of Knight Ridder and the issuance of the 11.50% senior secured notes at an original issue discount.

In accounting for the refinancing discussed below, management analyzed the transactions on an individual lender basis in accordance with relevant accounting guidance as it relates to debt modification or extinguishment. The Company recognized $7.5 million in loss on debt refinancing and subsequent debt payments in the first quarter of 2010.

Debt Refinancing:

On January 26, 2010, the Company entered into an amendment to the original credit agreement that became effective on February 11, 2010, immediately prior to the closing of an offering of $875.0 million of senior secured notes. The original credit agreement was amended and restated in its entirety (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement is a senior secured credit facility which provides for a $131.0 million term loan and a $238.2 million revolving credit facility, including a $100.0 million letter of credit sub-facility, and extended the term of certain of the credit commitments to July 1, 2013. In connection with the Amended and Restated Credit Agreement, certain of the lenders did not extend the maturity of their commitments from the original maturity date of June 27, 2011. Non-extended term loans of $37.6 million will mature on June 27, 2011 as will revolving loan commitments of $42.2 million. The remaining term loans of $93.4 million and revolving loan commitments of $196.0 million under the Amended and Restated Credit Agreement will mature on July 1, 2013.

In connection with the Amended and Restated Credit Agreement, the Company issued new 11.5% Senior Secured Notes due February 15, 2017 (the “2017 Notes”), totaling $875.0 million. The notes are secured by a first-priority lien on certain of McClatchy’s and the subsidiary guarantors’ assets, and rank pari passu with liens granted under McClatchy’s Amended and Restated Credit Agreement. The assets securing the debt are unchanged from the original credit agreement and include intangible assets, inventory, receivables and certain other assets. In addition, the Company completed tender offers for its 7.125% notes due in 2011 and 15.75% senior notes due in 2014, paying $187.3 million in cash for $148.0 million of 2011 notes and $23.9 million of 2014 notes.

Debt under the Amended and Restated Credit Agreement incurs interest at the London Interbank Offered Rate (LIBOR) plus a spread ranging from 425 basis points to 575 basis points or at a base rate plus a spread ranging from 325 basis points to 475 basis points, in each case, based upon the consolidated total leverage ratio (as defined in the Amended and Restated Credit Agreement) and sets a floor on LIBOR for the purposes of interest payments under the Amended and Restated Credit Agreement of no less than 300 basis points. A commitment fee for the unused revolving credit is priced at 50 basis points to 75 basis points, based upon the Company’s consolidated total leverage ratio (as defined in the Amended and Restated Credit Agreement). The Company currently pays interest on borrowings under the Amended and Restated Credit Agreement at a rate of 500 basis points over the 300 basis point LIBOR floor (or 8.0%) and pays 62.5 basis points for commitment fees. Upon the filing of its March 2010 financial covenants the Company will pay interest at 7.25% on outstanding bank debt and a commitment fee of 50 basis points.

The Amended and Restated Credit Agreement contains quarterly financial covenants including requirements that the Company maintain a minimum consolidated interest coverage ratio (as defined in

F-61

THE McCLATCHY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

the Amended and Restated Credit Agreement) of 1.50 to 1.00 from the quarter ending in March 2010 through the quarter ending in September 2011; increasing it to 1.60 to 1.00 from the quarter ending in December 2011 through the quarter ending in September 2012; and further increasing to 1.70 to 1.00 thereafter. The Company is required to maintain a maximum consolidated leverage ratio (as defined in the Amended and Restated Credit Agreement) of 6.75 to 1.00 from the quarter ending in March 2010 through the quarter ending December 2010; declining to 6.50 to 1.00 from the quarter ending in March 2011 through the quarter ending in December 2011; to 6.25 to 1.00 from the quarter ending in March 2012 through the quarter ending in December 2012 and declining to 6.00 to 1.00 thereafter. Because of the significance of the Company’s outstanding debt, remaining in compliance with debt covenants is critical to the Company’s operations. If revenue declines continue beyond those currently anticipated, the Company expects to continue to restructure operations and reduce debt to maintain compliance with its covenants. At March 28, 2010, Company was in compliance with all financial debt covenants.

The Amended and Restated Credit Agreement includes requirements for mandatory prepayments of bank debt from certain sources of cash; limitations on cash dividends allowed to be paid at certain leverage levels; and other covenants including limitations on additional debt and the ability to retire public bonds early, amongst other changes.

The 2017 Notes issued in connection with the debt refinancing are governed by an indenture entered into on February 11, 2010 which includes a number of covenants that are applicable to the Company and its restricted subsidiaries. The covenants are subject to a number of important exceptions and qualifications set forth in the indenture for the 2017 Notes. These covenants include, among other things, restrictions on the ability of the Company and its restricted subsidiaries to incur additional debt, make investments and other restricted payments, pay dividends on capital stock, or redeem or repurchase capital stock or subordinated obligations; sell assets or enter into sale/leaseback transactions; create specified liens; create or permit restrictions on the ability of the Company’s restricted subsidiaries to pay dividends or make other distributions to it; engage in certain transactions with affiliates; and consolidate or merge with or into other companies or sell all or substantially all of the Company’s and its subsidiaries’ assets, taken as a whole.

Substantially all of the Company’s subsidiaries have guaranteed the Company’s obligations under the Amended and Restated Credit Agreement and 2017 Notes (“senior secured debt”). The Company has no independent assets and only minor operations outside of the subsidiaries that have guaranteed the senior secured debt, except for land held for sale in Miami valued at $151.0 million. See Note 2 for greater description of this land. The proceeds of the sale of this land are required to be used to pay down term debt under the Company’s Amended and Restated Credit Agreement. The guarantees provided by the guarantor subsidiaries are full and unconditional and joint and several, and any subsidiaries of McClatchy other than the subsidiary guarantors are minor. See Note 7 for greater disclosure of financial data of the subsidiary guarantors.

In addition, the Company has granted a security interest to the banks which are a party to the Amended and Restated Credit Agreement and the trustee under the indenture governing the 2017 Notes that include, but are not limited to, intangible assets, inventory, receivables and certain minority investments as collateral for the debt. The security interest does not include any land, buildings, machinery and equipment (PP&E) and any leasehold interests and improvements with respect to such PP&E, which would be reflected on a consolidated balance sheet of the Company and its subsidiaries, and shares of stock and indebtedness of the subsidiaries of the Company.

At March 28, 2010, the Company had outstanding letters of credit totaling $53.1 million securing estimated obligations stemming from workers’ compensation claims and other contingent claims. The Company had no outstanding revolver loans and had $185.1 million available under its revolving credit facilities under the new Amended and Restated Credit Agreement.

F-62

THE McCLATCHY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The following table presents the approximate annual maturities of debt as of March 28, 2010, based upon the Company’s required payments, for the next five years and thereafter (in thousands):

Year	Payments (1)
2011	$	55,847
2012		59
2013		93,451
2014		169,343
2015		—
Thereafter		1,587,056
Debt principal	$	1,905,756

(1) Includes future interest to be paid on $375,000 of 15.75% notes due in 2014.

NOTE 5. EMPLOYEE BENEFITS

The Company sponsors a defined benefit pension plan (retirement plan), which covers a majority of its employees. The retirement plan was frozen in March 2009, as discussed below. Benefits are based on years of service and compensation. Contributions to the retirement plan are made by the Company in amounts deemed necessary to provide the required benefits. No contributions to the Company’s retirement plan were made in fiscal 2009. The Company’s expects to make contributions of approximately $19.0 million to its retirement plan in fiscal 2010.

The Company also has a limited number of supplemental retirement plans to provide key employees with additional retirement benefits which were also frozen in March 2009, as discussed below. These plans are funded on a pay-as-you-go basis and the accrued pension obligation is largely included in other long-term obligations.

In March 2009, the Company implemented a restructuring plan that reduced its work force by approximately 1,650 positions. Through March 29, 2009, the workforce reductions resulted in severance costs of $20.4 million. In connection with the restructuring action, the Company also froze all pension plans as of March 31, 2009. Accordingly, the Company recorded a curtailment gain of $0.7 million in the first fiscal quarter of 2009 related to the plan freezes.

F-63

THE McCLATCHY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The elements of pension costs for continuing operations are as follows (in thousands):

	Three Months Ended
	March 28, 2010			March 29, 2009
Service cost	$	1,475		$	3,542
Interest cost		23,500			23,319
Expected return on plan assets		(24,050	)		(24,226	)
Prior service cost amortization		—			19
Actuarial loss		525			29
Curtailment gain		—			(676	)
Net pension expense	$	1,450		$	2,007

The Company also provides for or subsidizes post-retirement healthcare and certain life insurance benefits for employees. The elements of post-retirement benefits for continuing operations are as follows (in thousands):

	Three Months Ended
	March 28, 2010			March 29, 2009
Service cost	$	—		$	—
Interest cost		400			624
Prior service cost		(250	)		(262	)
Actuarial gain		(75	)		(14	)
Net post-retirement expense	$	75		$	348

The Company has deferred compensation plans (401(k) plans and other savings plans) which enable qualified employees to voluntarily defer compensation. On March 31, 2009, the Company temporarily suspended its matching contribution to the 401(k) plans. The Company’s 401(k) plan includes a Company match (once reinstated) and a supplemental contribution which is tied to Company performance (as defined in the plan). The Company made $2.2 million in matching contributions to the plan in the first fiscal quarter of 2009. No matching contributions were made in the first fiscal quarter of 2010.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Libel and other legal actions arise in the ordinary course of business and certain legal actions are currently pending against the Company. From time to time the Company is involved as a party in various proceedings with government agencies, including environmental matters. Management believes, after reviewing such actions with counsel, that the outcome of pending actions will not have a material adverse effect on the Company’s condensed consolidated financial statements taken as a whole, although no assurances can be given. No material amounts for any losses from litigation which may ultimately occur have been recorded in the consolidated financial statements, as management believes that any such losses are not probable at this time.

F-64

THE McCLATCHY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(UNAUDITED)

The Company has certain indemnification obligations related to disposed newspaper operations. In the first quarter of 2010, the Company recorded $6.5 million in income related to a reduction in a reserve for potential indemnification obligations. The obligations are associated with disposed newspapers and the reserve was reduced because the affected newspapers paid the current amounts and have shown the ability to continue to service their obligations. The original charge for this item (recorded in prior quarters) and its reversal has been included in results from discontinued operations.

NOTE 7. FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND NON-GUARANTORS

Substantially all of the Company’s subsidiaries (“Guarantor Subsidiaries”) have guaranteed the Company’s obligations under the Amended and Restated Credit Agreement and 2017 Notes. Each of the Guarantor Subsidiaries are 100% owned by The McClatchy Company (“Parent”) and the guarantees provided by the Guarantor Subsidiaries are full and conditional and joint and several. The primary asset owned by the Parent is land held for sale in Miami valued at $151 million. See Note 2 for a greater description of this land. The after-tax proceeds of the sale of this land are required to be used to pay down debt under the Company’s Amended and Restated Credit Agreement and are excluded from the requirement to repay the 2017 Notes.

The following tables present condensed consolidating financial information for the Guarantor Subsidiaries, all other subsidiaries (“Non-Guarantor Subsidiaries”) and the Parent. These condensed consolidating financial statements were prepared in accordance with Rule 3-10 of the Securities and Exchange Commission Regulation S-X, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The Company accounts for investments in these subsidiaries under the equity method of accounting. The financial statements include eliminations which are primarily related to investments in subsidiaries and intercompany balances and transactions. All cash receipts and payments are at Guarantor Subsidiaries and no cash transactions take place at Non-Guarantor Subsidiaries or at the Parent company, accordingly all activities attributed to the Parent and Non-Guarantor Subsidiaries are of a non-cash nature in the statement of cash flows. Amounts are in thousands:

F-65

CONDENSED CONSOLIDATING BALANCE SHEET AS OF MARCH 28, 2010 (UNAUDITED)

	Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Parent		Eliminations			Consolidated
CURRENT ASSETS:
Cash and cash equivalents	$	7,231									$	7,231
Trade receivables, net of allowances		156,699										156,699
Newsprint, ink and other inventories		34,659										34,659
Other current assets		66,532	$	351		$	4,122					71,005
Total current assets		265,121		351			4,122					269,594
Property, plant and equipment, net		751,820		2								751,822
Identifiable intangibles - net		697,096										697,096
Goodwill		1,006,020										1,006,020
Investments in unconsolidated companies		303,442		1,028			15,955					320,425
Other assets		8,036					189,561					197,597
Investment in and advances to subsidiaries							1,991,513	$	(1,991,513	)		—
TOTAL ASSETS	$	3,031,535	$	1,381		$	2,201,151	$	(1,991,513	)	$	3,242,554
CURRENT LIABILITIES:
Accounts payable and accrued compensation	$	120,278	$	728		$	5,419				$	126,425
Unearned revenue		82,365										82,365
Other accrued liabilities		16,232		(9	)		25,733					41,956
Total current liabilities		218,875		719			31,152					250,746
Long-term debt							1,827,485					1,827,485
Pension and postretirement obligations		603,073										603,073
Other long-term obligations		218,607		129			169,003					387,739
Total Liabilities		1,040,555		848			2,027,640					3,069,043
CAPITAL STRUCTURE		1,990,980		533			173,511	$	(1,991,513	)		173,511
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,031,535	$	1,381		$	2,201,151	$	(1,991,513	)	$	3,242,554

F-66

CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 27, 2009 (UNAUDITED)

	Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Parent		Eliminations			Consolidated
CURRENT ASSETS:
Cash and cash equivalents	$	6,157								$	6,157
Trade receivables, net of allowances		205,840									205,840
Newsprint, ink and other inventories		36,374									36,374
Other current assets		70,054	$	440	$	2,376					72,870
Total current assets		318,425		440		2,376					321,241
Property, plant and equipment, net		767,577		3							767,580
Identifiable intangibles - net		711,758									711,758
Goodwill		1,006,020									1,006,020
Investments in unconsolidated companies		304,838		1,106		16,165					322,109
Other assets		7,634				166,557					174,191
Investment in and advances to subsidiaries						2,062,951	$	(2,062,951	)		—
TOTAL ASSETS	$	3,116,252	$	1,549	$	2,248,049	$	(2,062,951	)	$	3,302,899
CURRENT LIABILITIES:
Accounts payable and accrued compensation	$	126,870	$	904	$	5,435				$	133,209
Unearned revenue		78,908									78,908
Other accrued liabilities		27,236		28		23,829					51,093
Total current liabilities		233,014		932		29,264					263,210
Long-term debt						1,896,436					1,896,436
Pension and postretirement obligations		604,701									604,701
Other long-term obligations		215,928		275		152,160					368,363
Total Liabilities		1,053,643		1,207		2,077,860					3,132,710
CAPITAL STRUCTURE		2,062,609		342		170,189	$	(2,062,951	)		170,189
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,116,252	$	1,549	$	2,248,049	$	(2,062,951	)	$	3,302,899

F-67

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 28, 2010 (UNAUDITED)

	Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Parent			Eliminations			Consolidated
REVENUES - NET:
Advertising	$	252,921											$	252,921
Circulation		69,686												69,686
Other		12,803		$	155									12,958
Total revenues - net		335,410			155									335,565
OPERATING EXPENSES:
Compensation		137,600			36									137,636
Newsprint and supplements		32,312												32,312
Depreciation and amortization		31,818			—									31,818
Other operating expenses		86,743			22		$	443						87,208
Total operating expenses		288,473			58			443						288,974
OPERATING INCOME (LOSS)		46,937			97			(443	)					46,591
NON-OPERATING (EXPENSES) INCOME:
Interest expense		(520	)					(40,247	)					(40,767	)
Loss on debt extinguishment								(7,492	)					(7,492	)
Intercompany (charges) credits		(31,833	)		3,379			28,454						—
Other - net		(742	)		(92	)		(84	)					(918	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		13,842			3,384			(19,812	)					(2,586	)
INCOME TAX PROVISION (BENEFIT)		5,260			1,387			(7,275	)					(628	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		8,582			1,997			(12,537	)					(1,958	)
EQUITY INCOME FROM SUBSIDIARIES								10,579		$	(10,579	)		—
INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES								4,161						4,161
NET INCOME (LOSS)	$	8,582		$	1,997		$	2,203		$	(10,579	)	$	2,203

F-68

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 29, 2009 (UNAUDITED)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Parent			Eliminations		Consolidated
REVENUES - NET:
Advertising	$	284,689									$	284,689
Circulation		68,480										68,480
Other		12,308		$	148							12,456
Total revenues - net		365,477			148							365,625
OPERATING EXPENSES:
Compensation		183,270			38							183,308
Newsprint and supplements		54,376										54,376
Depreciation and amortization		34,377										34,377
Other operating expenses		103,916			24	$	486					104,426
Total operating expenses		375,939			62		486					376,487
OPERATING INCOME (LOSS)		(10,462	)		86		(486	)				(10,862	)
NON-OPERATING (EXPENSES) INCOME:
Interest expense		(964	)				(32,957	)				(33,921	)
Intercompany (charges) credits		(33,179	)		3,380		29,799					—
Other - net		(2,922	)		33		(311	)				(3,200	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(47,527	)		3,499		(3,955	)				(47,983	)
INCOME TAX PROVISION (BENEFIT)		(10,242	)		1,435		(1,452	)				(10,259	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		(37,285	)		2,064		(2,503	)				(37,724	)
EQUITY LOSS FROM SUBSIDIARIES							(35,221	)	$	35,221		—
INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES							209					209
NET INCOME (LOSS)	$	(37,285	)	$	2,064	$	(37,515	)	$	35,221	$	(37,515	)

F-69

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 28, 2010 (UNAUDITED)

	Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Parent		Consolidated
CASH PROVIDED OPERATING ACTIVITIES	$	94,634		$	—	$	—	$	94,634
CASH PROVIDED BY INVESTING ACTIVITIES		6,476							6,476
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes		864,710							864,710
Net repayments of revolving bank debt		(330,700	)						(330,700	)
Repayment of term bank debt		(415,765	)						(415,765	)
Repurchase of public notes		(187,339	)						(187,339	)
Payment of refinancing costs		(31,127	)						(31,127	)
Other-net		185							185
Net cash used in financing activities		(100,036	)						(100,036	)
NET CHANGE IN CASH		1,074							1,074
CASH AT BEGINNING OF YEAR		6,157							6,157
CASH AT END OF PERIOD	$	7,231		$	—	$	—	$	7,231

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 29, 2009 (UNAUDITED)

	Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Parent		Consolidated
CASH PROVIDED BY OPERATING ACTIVITIES	$	20,966	$	—	$	—	$	20,966
CASH PROVIDED BY INVESTING ACTIVITIES		3,363						3,363
CASH PROVIDED BY FINANCING ACTIVITIES		7,291						7,291
NET CHANGE IN CASH		31,620						31,620
CASH AT BEGINNING OF YEAR		4,998						4,998
CASH AT END OF PERIOD	$	36,618	$	—	$	—	$	36,618

F-70

$875,000,000

Offer To Exchange

11.50% Senior Secured Notes due 2017

Registered under the Securities Act

for

All Outstanding 11.50% Senior Secured Notes due 2017

of

The McClatchy Company

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after consummation of this exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until             , 20    , all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware permits a corporation to include in its charter documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law.

Article Seventh of the registrant’s Restated Certificate of Incorporation provides for the indemnification of directors for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

The registrant has entered into indemnification agreements with its directors and executive officers, in addition to indemnification provided for in the registrant’s Restated Certificate of Incorporation, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

The general effect of Section 145 of the General Corporation Law of the State of Delaware, the registrant’s charter documents and the indemnification agreements is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit.

There is no litigation pending or, to the best of the registrant’s knowledge, threatened which might or could result in a claim for indemnification by a director or officer.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

The following is a list of all exhibits filed as a part of this registration statement on Form S-4, including those incorporated by reference:

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.1.1	Restated Certificate of Incorporation of The McClatchy Company	Incorporated by reference from Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q filed July 27, 2006
3.1.2	Articles of Incorporation of Aboard Publishing, Inc.	Contained herein
3.1.3	Articles of Incorporation of Anchorage Daily News, Inc.	Contained herein
3.1.4	Certificate of Formation of Bellingham Herald Publishing, LLC	Contained herein
3.1.5	Articles of Incorporation of Belton Publishing Company, Inc.	Contained herein
3.1.6	Articles of Incorporation of Biscayne Bay Publishing, Inc.	Contained herein
3.1.7	Articles of Incorporation of Cass County Publishing Company	Contained herein

II-1

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.1.8	Articles of Incorporation of Columbus Ledger-Enquirer, Inc.	Contained herein
3.1.9	Certificate of Incorporation of Cypress Media, Inc.	Contained herein
3.1.10	Certificate of Formation of Cypress Media, LLC	Contained herein
3.1.11	Articles of Incorporation of East Coast Newspapers, Inc.	Contained herein
3.1.12	Articles of Incorporation of Gulf Publishing Company, Inc.	Contained herein
3.1.13	Articles of Incorporation of HLB Newspapers, Inc.	Contained herein
3.1.14	Certificate of Formation of Idaho Statesman Publishing, LLC	Contained herein
3.1.15	Articles of Incorporation of Keltatim Publishing Company, Inc.	Contained herein
3.1.16	Certificate of Incorporation of Keynoter Publishing Company, Inc.	Contained herein
3.1.17	Articles of Incorporation of Lee’s Summit Journal, Incorporated	Contained herein
3.1.18	Articles of Incorporation of Lexington H-L Services, Inc.	Contained herein
3.1.19	Articles of Incorporation of Macon Telegraph Publishing Company	Contained herein
3.1.20	Articles of Incorporation of Mail Advertising Corporation	Contained herein
3.1.21	Certificate of Formation of McClatchy Interactive LLC	Contained herein
3.1.22	Certificate of Incorporation of McClatchy Interactive West	Contained herein
3.1.23	Certificate of Incorporation of McClatchy Investment Company	Contained herein
3.1.24	Certificate of Incorporation of McClatchy Management Services, Inc.	Contained herein
3.1.25	Certificate of Incorporation of McClatchy Newspapers, Inc.	Contained herein
3.1.26	Certificate of Incorporation of McClatchy U.S.A., Inc.	Contained herein
3.1.27	Certificate of Incorporation of Miami Herald Media Company	Contained herein
3.1.28	Articles of Incorporation of Newsprint Ventures, Inc.	Contained herein
3.1.29	Articles of Incorporation of Nittany Printing and Publishing Company	Contained herein
3.1.30	Articles of Incorporation of Nor-Tex Publishing, Inc.	Contained herein
3.1.31	Certificate of Formation of Olympian Publishing, LLC	Contained herein
3.1.32	Articles of Incorporation of Olympic-Cascade Publishing, Inc.	Contained herein
3.1.33	Certificate of Incorporation of Pacific Northwest Publishing Company, Inc.	Contained herein
3.1.34	Articles of Incorporation of Quad County Publishing, Inc.	Contained herein
3.1.35	Certificate of Formation of San Luis Obispo Tribune, LLC	Contained herein
3.1.36	Certificate of Incorporation of Star-Telegram, Inc.	Contained herein
3.1.37	Articles of Incorporation of Tacoma News, Inc.	Contained herein
3.1.38	Articles of Incorporation of The Bradenton Herald, Inc.	Contained herein

II-2

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.1.39	Certificate of Incorporation of The Charlotte Observer Publishing Company	Contained herein
3.1.40	Articles of Incorporation of The News and Observer Publishing Company	Contained herein
3.1.41	Certificate of Incorporation of The State Media Company	Contained herein
3.1.42	Articles of Incorporation of The Sun Publishing Company, Inc.	Contained herein
3.1.43	Articles of Incorporation of Tribune Newsprint Company	Contained herein
3.1.44	Restated and Amended Articles of Incorporation of Wichita Eagle and Beacon Publishing Company, Inc.	Contained herein
3.1.45	Certificate of Incorporation of Wingate Paper Company	Contained herein
3.2.1	Amended and Restated Bylaws of The McClatchy Company	Incorporated by reference from Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed June 28, 2006
3.2.2	Bylaws of Aboard Publishing, Inc.	Contained herein
3.2.3	Bylaws of Anchorage Daily News, Inc.	Contained herein
3.2.4	Limited Liability Company Agreement of Bellingham Herald Publishing, LLC	Contained herein
3.2.5	Amended and Restated Bylaws of Belton Publishing Company, Inc.	Contained herein
3.2.6	Bylaws of Biscayne Bay Publishing, Inc.	Contained herein
3.2.7	Amended and Restated Bylaws of Cass County Publishing Company	Contained herein
3.2.8	Bylaws of Columbus Ledger-Enquirer, Inc.	Contained herein
3.2.9	Amended and Restated Bylaws of Cypress Media, Inc.	Contained herein
3.2.10	Limited Liability Company Agreement of Cypress Media, LLC	Contained herein
3.2.11	Bylaws of East Coast Newspapers, Inc.	Contained herein
3.2.12	Bylaws of Gulf Publishing Company, Inc.	Contained herein
3.2.13	Amended and Restated Bylaws of HLB Newspapers, Inc.	Contained herein
3.2.14	Limited Liability Company Agreement of Idaho Statesman Publishing, LLC	Contained herein
3.2.15	Bylaws of Keltatim Publishing Company, Inc.	Contained herein
3.2.16	Bylaws of Keynoter Publishing Company, Inc.	Contained herein
3.2.17	Bylaws of Lee’s Summit Journal, Incorporated	Contained herein
3.2.18	Amended and Restated Bylaws of Lexington H-L Services, Inc.	Contained herein
3.2.19	Bylaws of Macon Telegraph Publishing Company	Contained herein
3.2.20	Amended and Restated Bylaws of Mail Advertising Corporation	Contained herein
3.2.21	Limited Liability Company Operating Agreement of McClatchy Interactive LLC	Contained herein
3.2.22	Bylaws of McClatchy Interactive West	Contained herein

II-3

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.2.23	Bylaws of McClatchy Investment Company	Contained herein
3.2.24	Bylaws of McClatchy Management Services, Inc.	Contained herein
3.2.25	Bylaws of McClatchy Newspapers, Inc.	Contained herein
3.2.26	Bylaws of McClatchy U.S.A., Inc.	Contained herein
3.2.27	Bylaws of Miami Herald Media Company	Contained herein
3.2.28	Bylaws of Newsprint Ventures, Inc.	Contained herein
3.2.29	Bylaws of Nittany Printing and Publishing Company	Contained herein
3.2.30	Bylaws of Nor-Tex Publishing, Inc.	Contained herein
3.2.31	Limited Liability Company Agreement of Olympian Publishing, LLC	Contained herein
3.2.32	Bylaws of Olympic-Cascade Publishing, Inc.	Contained herein
3.2.33	Bylaws of Pacific Northwest Publishing Company, Inc.	Contained herein
3.2.34	Bylaws of Quad County Publishing, Inc.	Contained herein
3.2.35	Operating Agreement of San Luis Obispo Tribune, LLC	Contained herein
3.2.36	Bylaws of Star-Telegram, Inc.	Contained herein
3.2.37	Bylaws of Tacoma News, Inc.	Contained herein
3.2.38	Bylaws of The Bradenton Herald, Inc.	Contained herein
3.2.39	Bylaws of The Charlotte Observer Publishing Company	Contained herein
3.2.40	Bylaws of The News and Observer Publishing Company	Contained herein
3.2.41	Amended and Restated Bylaws of The State Media Company	Contained herein
3.2.42	Bylaws of The Sun Publishing Company, Inc.	Contained herein
3.2.43	Bylaws of Tribune Newsprint Company	Contained herein
3.2.44	Bylaws of Wichita Eagle and Beacon Publishing Company, Inc.	Contained herein
3.2.45	Bylaws of Wingate Paper Company	Contained herein
4.1	Indenture dated February 11, 2010, among The McClatchy Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee	Incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 17, 2010
4.2	Form of 11.50% Senior Secured Notes due 2017	Contained in Exhibit 4.1
4.3	Form of Guaranty of 11.50% Senior Secured Notes due 2017	Contained in Exhibit 4.1
4.4	Registration Rights Agreement, dated as of February 11, 2010, among The McClatchy Company, the guarantors from time to time party thereto, and J.P. Morgan Securities Inc., as representative of the several initial purchasers	Incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed February 17, 2010
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) relating to the validity of the securities registered hereby	Contained herein
5.2	Opinion of counsel to the subsidiary guarantors	To be filed by amendment

II-4

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
10.1	Security Agreement, dated as of February 11, 2010, among The McClatchy Company, each other grantor from time to time party thereto, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent	Contained herein
10.4	First Lien Intercreditor Agreement, dated as of February 11, 2010, among The McClatchy Company, the other grantors party thereto, Bank of America, N.A., as Credit Agreement Collateral Agent, The Bank of New York Mellon Trust Company, as Senior Secured Notes Collateral Agent, and each additional collateral agent from time to time party thereto	Contained herein
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges	Contained herein
23.1	Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm	Contained herein
23.2	Consent of WSGR	Contained in Exhibit 5.1
24.1	Power of Attorney (see signature pages)	Contained herein
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A. to act as Trustee under the Indenture	Contained herein
99.1	Form of Letter of Transmittal	Contained herein
99.2	Form of Notice of Guaranteed Delivery	Contained herein
99.3	Form of Letter to Clients	Contained herein
99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees	Contained herein
99.5	Guideline for Certification of Taxpayer Identification Number on Substitute IRS Form W-9	Contained herein

(b) Financial Statement Schedules: All schedules have been incorporated herein by reference or omitted because they are not applicable or not required.

Item 22. Undertakings

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the

II-5

matter has been settled by the controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired or involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sacramento, State of California, on the 4th day of June, 2010.

THE MCCLATCHY COMPANY
By:	/S/    GARY B. PRUITT
Name:	Gary B. Pruitt
Title:	Chairman, President and Chief Executive Officer

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Co-Registrants
EAST COAST NEWSPAPERS, INC.
CYPRESS MEDIA, INC.
MCCLATCHY INVESTMENT COMPANY
MCCLATCHY NEWSPAPERS, INC.
MCCLATCHY U.S.A., INC.
NEWSPRINT VENTURES, INC.
PACIFIC NORTHWEST PUBLISHING COMPANY, INC.
TRIBUNE NEWSPRINT COMPANY
WINGATE PAPER COMPANY
By:	/S/    GARY B. PRUITT
Name:	Gary B. Pruitt
Title:	President (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President and Assistant Secretary (Principal Financial and Accounting Officer)
THE NEWS AND OBSERVER PUBLISHING COMPANY
By:	/S/    GARY B. PRUITT
Name:	Gary B. Pruitt
Title:	Chairman of the Board (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)

II-8

ABOARD PUBLISHING, INC.
BISCAYNE BAY PUBLISHING, INC.
KEYNOTER PUBLISHING COMPANY, INC.
MIAMI HERALD MEDIA COMPANY
By:	/S/    DAVID LANDSBERG
Name:	David Landsberg
Title:	President (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
ANCHORAGE DAILY NEWS, INC.
By:	/S/    J. PATRICK DOYLE
Name:	J. Patrick Doyle
Title:	President (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
BELTON PUBLISHING COMPANY, INC.
CASS COUNTY PUBLISHING COMPANY
LEE’S SUMMIT JOURNAL, INCORPORATED
By:	/S/    MARK ZIEMAN
Name:	Mark Zieman
Title:	President (Principal Executive Officer)

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By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
COLUMBUS LEDGER-ENQUIRER, INC.
By:	/S/    VALERIE CANEPA
Name:	Valerie Canepa
Title:	President and Publisher (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
GULF PUBLISHING COMPANY, INC.
By:	/S/    GLEN NARDI
Name:	Glen Nardi
Title:	President and Publisher (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)

II-10

HLB NEWSPAPERS, INC.
By:	/S/    ROBERT WEIL
Name:	Robert Weil
Title:	President (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
MAIL ADVERTISING CORPORATION NOR-TEX PUBLISHING, INC. STAR-TELEGRAM, INC.
By:	/S/    GARY WORTEL
Name:	Gary Wortel
Title:	President (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
KELTATIM PUBLISHING COMPANY, INC. WICHITA EAGLE AND BEACON PUBLISHING COMPANY, INC.
By:	/S/    SKIP HIDLAY
Name:	Skip Hidlay
Title:	President and Publisher (Principal Executive Officer)

II-11

By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
LEXINGTON H-L SERVICES, INC.
By:	/S/    TIMOTHY KELLY
Name:	Timothy Kelly
Title:	President and Publisher (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
MACON TELEGRAPH PUBLISHING COMPANY
By:	/S/    GEORGE MCCANLESS
Name:	George McCanless
Title:	President and Publisher (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
MCCLATCHY INTERACTIVE WEST
By:	/S/    CHRIS HENDRICKS
Name:	Chris Hendricks
Title:	President (Principal Executive Officer)

II-12

By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
NITTANY PRINTING AND PUBLISHING     COMPANY
By:	/S/    SUSAN LEATH
Name:	Susan Leath
Title:	President and Publisher (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
OLYMPIC-CASCADE PUBLISHING, INC.
By:	/S/    GEORGE LEMASURIER
Name:	George LeMasurier
Title:	President (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
TACOMA NEWS, INC.
By:	/S/    DAVID ZEECK
Name:	David Zeeck
Title:	President and Publisher (Principal Executive Officer)

II-13

By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President and Assistant Secretary (Principal Financial and Accounting Officer)
THE BRADENTON HERALD, INC.
By:	/S/    ROBERT G. TURNER
Name:	Robert G. Turner
Title:	President and Publisher (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
THE CHARLOTTE OBSERVER PUBLISHING     COMPANY
By:	/S/    ANN CAULKINS
Name:	Ann Caulkins
Title:	President and Publisher (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
THE STATE MEDIA COMPANY
By:	/S/    HENRY HAITZ
Name:	Henry Haitz
Title:	President and Publisher (Principal Executive Officer)

II-14

By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
THE SUN PUBLISHING COMPANY, INC.
By:	/S/    PAMELA BROWNING
Name:	Pamela Browning
Title:	President and Publisher (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
MCCLATCHY INTERACTIVE LLC
MCCLATCHY MANAGEMENT SERVICES, INC. QUAD COUNTY PUBLISHING, INC.
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	President, Assistant Secretary and Assistant Treasurer (Principal Executive Officer)
By:	/S/    ELAINE LINTECUM
Name:	Elaine Lintecum
Title:	Treasurer (Principal Financial and Accounting Officer)
BELLINGHAM HERALD PUBLISHING, LLC IDAHO STATESMAN PUBLISHING, LLC OLYMPIAN PUBLISHING, LLC
By:	PACIFIC Northwest Publishing Company, Inc., their Sole Member
By:	/S/    GARY B. PRUITT
Name:	Gary B. Pruitt
Title:	President (Principal Executive Officer)

II-15

By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
CYPRESS MEDIA, LLC
By:	CYPRESS Media, Inc., its Sole Member
By:	/S/    GARY B. PRUITT
Name:	Gary B. Pruitt
Title:	President (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
SAN LUIS OBISPO TRIBUNE, LLC
By:	The McClatchy Company, its Sole Member
By:	/S/    GARY B. PRUITT
Name:	Gary B. Pruitt
Title:	Chairman, President and Chief Executive Officer (Principal Executive Officer)
By:	/S/    PATRICK J. TALAMANTES
Name:	Patrick J. Talamantes
Title:	Vice President, Finance and Chief Financial Officer (Principal Financial Officer)
By:	/S/    HAI NGUYEN
Name:	Hai Nguyen
Title:	Controller (Principal Accounting Officer)

II-16

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Gary B. Pruitt and Patrick J. Talamantes, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    GARY B. PRUITT         Gary B. Pruitt (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12)	Chairman, President and Chief Executive Officer (Principal Executive Officer)	June 4, 2010
/S/    PATRICK J. TALAMANTES         Patrick J. Talamantes (1) (3) (4) (5) (7) (8) (9) (13)	Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	June 4, 2010
/S/    HAI NGUYEN         Hai Nguyen	Controller (Principal Accounting Officer)	June 4, 2010
/S/    ELIZABETH BALLANTINE         Elizabeth Ballantine	Director	June 4, 2010
/S/    LEROY BARNES, JR.         Leroy Barnes, Jr.	Director	June 4, 2010
/S/    MOLLY MALONEY EVANGELISTI         Molly Maloney Evangelisti	Director	June 4, 2010
/S/    KATHLEEN FOLEY FELDSTEIN         Kathleen Foley Feldstein	Director	June 4, 2010
/S/    R. LARRY JINKS         R. Larry Jinks	Director	June 4, 2010
Brown McClatchy Maloney	Director
/S/    KEVIN S. MCCLATCHY         Kevin S. McClatchy	Director	June 4, 2010
/S/    WILLIAM MCCLATCHY         William McClatchy	Director	June 4, 2010
/S/    THEODORE R. MITCHELL         Theodore R. Mitchell	Director	June 4, 2010
/S/    S. DONLEY RITCHEY         S. Donley Ritchey	Director	June 4, 2010

II-17

Signature	Title	Date
Frederick R. Ruiz	Director
/S/    FRANK WHITTAKER         Frank Whittaker (1) (4) (6) (9) (10) (11)	Director, certain of the Co-Registrants listed above	June 4, 2010
/S/    ROBERT WEIL         Robert Weil (2) (3) (4) (6) (9) (10)	Director, certain of the Co-Registrants listed above and President (Principal Executive Officer) of HLB Newspapers, Inc.	June 4, 2010
/S/    KAROLE MORGAN-PRAGER         Karole Morgan-Prager (5) (9) (10) (11)	Director, certain of the Co-Registrants listed above	June 4, 2010
/S/    CHRIS HENDRICKS         Chris Hendricks (7)	Director, certain of the Co-Registrants listed above and President (Principal Executive Officer) of McClatchy Interactive West	June 4, 2010
/S/    DAVID LANDSBERG         David Landsberg	President (Principal Executive Officer), certain of the Co-Registrants listed above	June 4, 2010
/S/    J. PATRICK DOYLE         J. Patrick Doyle	President (Principal Executive Officer), Anchorage Daily News, Inc.	June 4, 2010
/S/    MARK ZIEMAN         Mark Zieman	President (Principal Executive Officer), certain of the Co-Registrants listed above	June 4, 2010
/S/    VALERIE CANEPA         Valerie Canepa	President and Publisher (Principal Executive Officer), Columbus Ledger-Enquirer, Inc.	June 4, 2010
/S/    GLEN NARDI         Glen Nardi	President and Publisher (Principal Executive Officer), Gulf Publishing Company, Inc.	June 4, 2010
/S/    GARY WORTEL         Gary Wortel	President (Principal Executive Officer), certain of the Co-Registrants listed above	June 4, 2010
/S/    SKIP HIDLAY         Skip Hidlay	President and Publisher (Principal Executive Officer), certain of the Co-Registrants listed above	June 4, 2010
/S/    TIMOTHY KELLY         Timothy Kelly	President and Publisher (Principal Executive Officer), Lexington H-L Services, Inc.	June 4, 2010
/S/    GEORGE MCCANLESS         George McCanless	President and Publisher (Principal Executive Officer), Macon Telegraph Publishing Company	June 4,2010
/S/    SUSAN LEATH         Susan Leath	President and Publisher (Principal Executive Officer), Nittany Printing and Publishing Company	June 4, 2010
/S/    GEORGE LEMASURIER         George LeMasurier	President (Principal Executive Officer), Olympic-Cascade Publishing, Inc.	June 4, 2010

II-18

Signature	Title	Date
/S/    DAVID ZEECK         David Zeeck	President and Publisher (Principal Executive Officer), Tacoma News, Inc.	June 4, 2010
/S/    ROBERT G. TURNER         Robert G. Turner	President and Publisher (Principal Executive Officer), The Bradenton Herald, Inc.	June 4, 2010
/S/    ANN CAULKINS         Ann Caulkins	President and Publisher (Principal Executive Officer), The Charlotte Observer Publishing Company	June 4, 2010
/S/    HENRY HAITZ         Henry Haitz	President and Publisher (Principal Executive Officer), The State Media Company	June 4, 2010
/S/    PAMELA BROWNING         Pamela Browning	President and Publisher (Principal Executive Officer), The Sun Publishing Company, Inc.	June 4, 2010
/S/    ELAINE LINTECUM         Elaine Lintecum	Treasurer (Principal Financial and Accounting Officer), certain of the Co-Registrants listed above	June 4, 2010

(1) Mr. Pruitt, Mr. Talamantes and Mr. Whittaker comprise the entirety of the board of directors of Aboard Publishing, Inc., Newsprint Ventures, Inc., Wingate Paper Company, The Charlotte Observer Publishing Company, Miami Herald Media Company, Pacific Northwest Publishing Company, Inc., The Bradenton Herald, Inc., Keynoter Publishing Company, Inc., Biscayne Bay Publishing, Inc., Macon Telegraph Publishing Company, Quad County Publishing, Inc., Lexington H-L Services, Inc., The News and Observer Publishing Company, The State Media Company and The Sun Publishing Company, Inc.

(2) Mr. Pruitt and Mr. Weil comprise the entirety of the board of directors of Anchorage Daily News, Inc.

(3) Mr. Pruitt, Mr. Talamantes and Mr. Weil comprise the entirety of the board of directors of Macon Telegraph Publishing Company, Columbus Ledger-Enquirer, Inc., Wichita Eagle and Beacon Publishing Company, Inc., Keltatim Publishing Company, Inc., Gulf Publishing Company, Inc., Lee’s Summit Journal, Incorporated, Belton Publishing Company, Inc., Cass County Publishing Company, Nor-Tex Publishing, Inc., Mail Advertising Corporation, Tacoma News, Inc., Olympic-Cascade Publishing, Inc., Star-Telegram, Inc., Tribune Newsprint Company, Idaho Statesman Publishing, LLC, Bellingham Herald Publishing, LLC and Olympian Publishing, LLC.

(4) Mr. Pruitt, Mr. Talamantes, Mr. Whittaker and Mr. Weil comprise the entirety of the board of directors of McClatchy Newspapers, Inc. and Cypress Media, LLC.

(5) Mr. Pruitt, Mr. Talamantes and Mrs. Morgan-Prager comprise the entirety of the board of directors of McClatchy Management Services, Inc.

(6) Mr. Pruitt, Mr. Whittaker and Mr. Weil comprise the entirety of the board of directors of San Luis Obispo Tribune, LLC.

(7) Mr. Pruitt, Mr. Talamantes and Mr. Hendricks comprise the entirety of the board of directors of McClatchy U.S.A., Inc., McClatchy Interactive West and Nittany Printing and Publishing Company.

(8) Mr. Pruitt and Mr. Talamantes comprise the entirety of the board of directors of McClatchy Investment Company.

II-19

(9) Mr. Pruitt, Mr. Whittaker, Mr. Weil and Mrs. Morgan-Prager comprise the entirety of the board of directors of HLB Newspapers, Inc.

(10) Mr. Pruitt, Mr. Talamantes, Mr. Whittaker, Mr. Weil and Mrs. Morgan-Prager comprise the entirety of the board of directors of Cypress Media, Inc.

(11) Mr. Pruitt, Mr. Whittaker and Mrs. Morgan-Prager comprise the entirety of the board of directors of East Coast Newspapers, Inc.

(12) Mr. Pruitt is also executing this power of attorney in his capacity as the Principal Executive Officer of certain of the Co-Registrants as listed above.

(13) Mr. Talamantes is also executing this power of attorney in his capacity as the Principal Executive Officer or the Principal Financial and Accounting Officer of certain of the Co-Registrants as listed above.

II-20

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.1.1	Restated Certificate of Incorporation of The McClatchy Company	Incorporated by reference from Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q filed July 27, 2006
3.1.2	Articles of Incorporation of Aboard Publishing, Inc.	Contained herein
3.1.3	Articles of Incorporation of Anchorage Daily News, Inc.	Contained herein
3.1.4	Certificate of Formation of Bellingham Herald Publishing, LLC	Contained herein
3.1.5	Articles of Incorporation of Belton Publishing Company, Inc.	Contained herein
3.1.6	Articles of Incorporation of Biscayne Bay Publishing, Inc.	Contained herein
3.1.7	Articles of Incorporation of Cass County Publishing Company	Contained herein
3.1.8	Articles of Incorporation of Columbus Ledger-Enquirer, Inc.	Contained herein
3.1.9	Certificate of Incorporation of Cypress Media, Inc.	Contained herein
3.1.10	Certificate of Formation of Cypress Media, LLC	Contained herein
3.1.11	Articles of Incorporation of East Coast Newspapers, Inc.	Contained herein
3.1.12	Articles of Incorporation of Gulf Publishing Company, Inc.	Contained herein
3.1.13	Articles of Incorporation of HLB Newspapers, Inc.	Contained herein
3.1.14	Certificate of Formation of Idaho Statesman Publishing, LLC	Contained herein
3.1.15	Articles of Incorporation of Keltatim Publishing Company, Inc.	Contained herein
3.1.16	Certifacate of Incorporation of Keynoter Publishing Company, Inc.	Contained herein
3.1.17	Articles of Incorporation of Lee’s Summit Journal, Incorporated	Contained herein
3.1.18	Articles of Incorporation of Lexington H-L Services, Inc.	Contained herein
3.1.19	Articles of Incorporation of Macon Telegraph Publishing Company	Contained herein
3.1.20	Articles of Incorporation of Mail Advertising Corporation	Contained herein
3.1.21	Certificate of Formation of McClatchy Interactive LLC	Contained herein
3.1.22	Certificate of Incorporation of McClatchy Interactive West	Contained herein
3.1.23	Certificate of Incorporation of McClatchy Investment Company	Contained herein
3.1.24	Certificate of Incorporation of McClatchy Management Services, Inc.	Contained herein
3.1.25	Certificate of Incorporation of McClatchy Newspapers, Inc.	Contained herein
3.1.26	Certificate of Incorporation of McClatchy U.S.A., Inc.	Contained herein
3.1.27	Certificate of Incorporation of Miami Herald Media Company	Contained herein
3.1.28	Articles of Incorporation of Newsprint Ventures, Inc.	Contained herein
3.1.29	Articles of Incorporation of Nittany Printing and Publishing Company	Contained herein

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.1.30	Articles of Incorporation of Nor-Tex Publishing, Inc.	Contained herein
3.1.31	Certificate of Formation of Olympian Publishing, LLC	Contained herein
3.1.32	Articles of Incorporation of Olympic-Cascade Publishing, Inc.	Contained herein
3.1.33	Certificate of Incorporation of Pacific Northwest Publishing Company, Inc.	Contained herein
3.1.34	Articles of Incorporation of Quad County Publishing, Inc.	Contained herein
3.1.35	Certificate of Formation of San Luis Obispo Tribune, LLC	Contained herein
3.1.36	Certificate of Incorporation of Star-Telegram, Inc.	Contained herein
3.1.37	Articles of Incorporation of Tacoma News, Inc.	Contained herein
3.1.38	Articles of Incorporation of The Bradenton Herald, Inc.	Contained herein
3.1.39	Certificate of Incorporation of The Charlotte Observer Publishing Company	Contained herein
3.1.40	Articles of Incorporation of The News and Observer Publishing Company	Contained herein
3.1.41	Certificate of Incorporation of The State Media Company	Contained herein
3.1.42	Articles of Incorporation of The Sun Publishing Company, Inc.	Contained herein
3.1.43	Articles of Incorporation of Tribune Newsprint Company	Contained herein
3.1.44	Restated and Amended Articles of Incorporation of Wichita Eagle and Beacon Publishing Company, Inc.	Contained herein
3.1.45	Certificate of Incorporation of Wingate Paper Company	Contained herein
3.2.1	Amended and Restated Bylaws of The McClatchy Company	Incorporated by reference from Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed June 28, 2006
3.2.2	Bylaws of Aboard Publishing, Inc.	Contained herein
3.2.3	Bylaws of Anchorage Daily News, Inc.	Contained herein
3.2.4	Limited Liability Company Agreement of Bellingham Herald Publishing, LLC	Contained herein
3.2.5	Amended and Restated, Bylaws of Belton Publishing Company, Inc.	Contained herein
3.2.6	Bylaws of Biscayne Bay Publishing, Inc.	Contained herein
3.2.7	Amended and Restated, Bylaws of Cass County Publishing Company	Contained herein
3.2.8	Bylaws of Columbus Ledger-Enquirer, Inc.	Contained herein
3.2.9	Amended and Restated Bylaws of Cypress Media, Inc.	Contained herein
3.2.10	Limited Liability Company Agreement of Cypress Media, LLC	Contained herein
3.2.11	Bylaws of East Coast Newspapers, Inc.	Contained herein
3.2.12	Bylaws of Gulf Publishing Company, Inc.	Contained herein
3.2.13	Amended and Restated Bylaws of HLB Newspapers, Inc.	Contained herein

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.2.14	Limited Liability Company Agreement of Idaho Statesman Publishing, LLC	Contained herein
3.2.15	Bylaws of Keltatim Publishing Company, Inc.	Contained herein
3.2.16	Bylaws of Keynoter Publishing Company, Inc.	Contained herein
3.2.17	Bylaws of Lee’s Summit Journal, Incorporated	Contained herein
3.2.18	Amended and Restated Bylaws of Lexington H-L Services, Inc.	Contained herein
3.2.19	Bylaws of Macon Telegraph Publishing Company	Contained herein
3.2.20	Amended and Restated Bylaws of Mail Advertising Corporation	Contained herein
3.2.21	Limited Liability Company Operating Agreement of McClatchy Interactive LLC	Contained herein
3.2.22	Bylaws of McClatchy Interactive West	Contained herein
3.2.23	Bylaws of McClatchy Investment Company	Contained herein
3.2.24	Bylaws of McClatchy Management Services, Inc.	Contained herein
3.2.25	Bylaws of McClatchy Newspapers, Inc.	Contained herein
3.2.26	Bylaws of McClatchy U.S.A., Inc.	Contained herein
3.2.27	Bylaws of Miami Herald Media Company	Contained herein
3.2.28	Bylaws of Newsprint Ventures, Inc.	Contained herein
3.2.29	Bylaws of Nittany Printing and Publishing Company	Contained herein
3.2.30	Bylaws of Nor-Tex Publishing, Inc.	Contained herein
3.2.31	Limited Liability Company Agreement of Olympian Publishing, LLC	Contained herein
3.2.32	Bylaws of Olympic-Cascade Publishing, Inc.	Contained herein
3.2.33	Bylaws of Pacific Northwest Publishing Company, Inc.	Contained herein
3.2.34	Bylaws of Quad County Publishing, Inc.	Contained herein
3.2.35	Operating Agreement of San Luis Obispo Tribune, LLC	Contained herein
3.2.36	Bylaws of Star-Telegram, Inc.	Contained herein
3.2.37	Bylaws of Tacoma News, Inc.	Contained herein
3.2.38	Bylaws of The Bradenton Herald, Inc.	Contained herein
3.2.39	Bylaws of The Charlotte Observer Publishing Company	Contained herein
3.2.40	Bylaws of The News and Observer Publishing Company	Contained herein
3.2.41	Amended and Restated Bylaws of The State Media Company	Contained herein
3.2.42	Bylaws of The Sun Publishing Company, Inc.	Contained herein
3.2.43	Bylaws of Tribune Newsprint Company	Containd herein
3.2.44	Bylaws of Wichita Eagle and Beacon Publishing Company, Inc.	Contained herein
3.2.45	Bylaws of Wingate Paper Company	Contained herein

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
4.1	Indenture dated February 11, 2010, among The McClatchy Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee	Incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 17, 2010
4.2	Form of 11.50% Senior Secured Notes due 2017	Contained in Exhibit 4.1
4.3	Form of Guaranty of 11.50% Senior Secured Notes due 2017	Contained in Exhibit 4.1
4.4	Registration Rights Agreement, dated as of February 11, 2010, among The McClatchy Company, the guarantors from time to time party thereto, and J.P. Morgan Securities Inc., as representative of the several initial purchasers	Incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed February 17, 2010
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) relating to the validity of the securities registered hereby	Contained herein
5.2	Opinion of counsel to the subsidiary guarantors	To be filed by amendment
10.1	Security Agreement, dated as of February 11, 2010, among The McClatchy Company, each other grantor from time to time party thereto, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent	Contained herein
10.4	First Lien Intercreditor Agreement, dated as of February 11, 2010, among The McClatchy Company, the other grantors party thereto, Bank of America, N.A., as Credit Agreement Collateral Agent, The Bank of New York Mellon Trust Company, as Senior Secured Notes Collateral Agent, and each additional collateral agent from time to time party thereto	Contained herein
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges	Contained herein
23.1	Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm	Contained herein
23.2	Consent of WSGR	Contained in Exhibit 5.1
24.1	Power of Attorney (see signature pages)	Contained herein
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A. to act as Trustee under the Indenture	Contained herein
99.1	Form of Letter of Transmittal	Contained herein
99.2	Form of Notice of Guaranteed Delivery	Contained herein
99.3	Form of Letter to Clients	Contained herein
99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees	Contained herein
99.5	Guideline for Certification of Taxpayer Identification Number on Substitute IRS Form W-9	Contained herein

EX-3.1.2

Exhibit 3.1.2

ARTICLES OF INCORPORATION

OF

ABOARD PUBLISHING, INC.

The undersigned, acting as incorporator of ABOARD PUBLISHING, INC. under the Florida Business Corporation Act, adopts the following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is ABOARD PUBLISHING, INC. (the “Corporation”).

ARTICLE II. ADDRESS

The mailing address of the Corporation is One Herald Plaza, Miami, Florida 33130.

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the Corporation will commence on the date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The Corporation is organized to engage in any activity or business permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the Corporation is authorized to have outstanding at any time is 1,000 shares of common stock having a par value of $0.01 per share.

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of the Corporation is 1200 Pine Island Road, Plantation, Florida 33324 and the name of the Corporation’s initial registered agent at that address is CT Corporation System.

ARTICLE VII. INCORPORATOR

The name and street address of the incorporator is:

 Sylvia B. Gonzalez, Esq.

701 Brickell Avenue      

Suite 3000                      

Miami, Florida 33131    

ARTICLE VIII. BYLAWS

The power to adopt, alter, amend or repeal bylaws shall be vested in the board of directors and the shareholders, except that the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the directors.

ARTICLE IX. AMENDMENTS

The Corporation reserves the right to amend, alter, change, or repeal any provision in these Articles of Incorporation in the manner prescribed by law, and all rights conferred on shareholders are subject to this reservation.

The undersigned incorporator, for the purpose of forming a corporation under the laws of the State of Florida, has executed these Articles of incorporation on the 28th day of September, 2000.

/s/ Sylvia B. Gonzalez

Sylvia B. Gonzalez

Incorporator

-2-

EX-3.1.3

Exhibit 3.1.3

ARTICLES OF AMENDMENT

ANCHORAGE DAILY NEWS, INC.

Pursuant to the provisions of the Alaska Business Corporation Act, AS 10.05.003 et set., the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is Anchorage Daily News, Inc.

SECOND: The following amendment to the Articles amendment to the Articles of Incorporation was adopted by the Board of Directors of the corporation on the 20th day of February, 1979, in a manner as prescribed by the Alaska Business Corporation Act:

Article IV, Section 1 of the Articles of Incorporation is amended to read: “Section 1. Number. The aggregate number of shares which the corporation shall have authority to issue is 500,000 shares of common nonassessable, voting stock with a par value of $1.00 per share.”

THIRD: No shares have been issued by the corporation.

FOURTH: The amendment does not provide for any exchange, reclassification or cancellation of issued shares.

FIFTH: The amendment does not make any change in the amount of, stated capital.

DATED this 20th day of February, 1979.

By	/s/ Katherine W. Fanning
	Katherine W. Fanning,
	President of
	ANCHORAGE DAILY NEWS, INC.

By	/s/ Allen McGrath
	Allen McGrath, Secretary of
	ANCHORAGE DAILY NEWS, INC.

STATE OF ALASKA	)
	)	ss.
THIRD DISTRICT	)

Allen McGrath, being first duly sworn under oath, deposes and says:

I am the Secretary named in and who executed the foregoing Articles of Amendment. I have read the same, know the contents thereof, and believe the same to be true in all respects.

/s/ Allen McGrath

Allen McGrath, Secretary

STATE OF ALASKA	)
	)	ss.
THIRD DISTRICT	)

THIS IS TO CERTIFY that on the 20^th day of February, 1979, before me, the undersigned, a Notary Public in and for the State of Alaska, personally appeared Katherine W. Fanning and Allen McGrath to me known and known to me to be the President and Secretary of the Anchorage Daily News, Inc., respectively, and they acknowledged to me that they had in their official capacity aforesaid executed the foregoing instrument as the free act and deed of the said corporation for the uses and purposes therein stated.

WITNESS my hand and notarial seal on the day and year in this certificate first above written.

/s/ Rebecca L. Ojen

Notary Public in and for Alaska

My Commission Expires: 10/14/80

ARTICLES OF INCORPORATION

of

ANCHORAGE DAILY NEWS, INC.

The undersigned natural persons of the age of 19 years or more, acting as incorporators of a corporation (hereinafter referred to as the Corporation), under the provisions of the Alaska Business Corporation Act (hereinafter referred to as the Act), adopt the following Articles of Incorporation.

ARTICLE I

Name

The name of the corporation is ANCHORAGE DAILY NEWS, INC.

ARTICLE II

Period of Duration

The period of duration of the Corporation is perpetual.

ARTICLE III

Purpose and Powers

Section 1. In General. The purpose of this corporation is to engage in any lawful business activity other than banking or insurance.

Clause (a) Ancillary Purposes. To do everything necessary, proper, advisable or convenient for the accomplishment of the purposes hereinabove set forth, and to do all other things incidental thereto or connected therewith, which are not forbidden by the Act, by other law, or by these Articles of Incorporation.

Clause (b) To Carry Out Such Purposes in Other States. To carry out the purposes hereinabove set forth in any state, territory, district or possession of the United States, or in any foreign country, to the extent that such purposes are not forbidden by law of such state, territory, district or possession of the United States, or by such foreign country.

Section 2. Statutory Powers. Subject to any specific written limitations or restrictions imposed by the Act, by other law, or by these Articles of Incorporation, and solely in furtherance of, but not in addition to, the limited purposes set forth in Section 1 of this Article, the Corporation shall have and exercise all the powers specified in the Act.

ARTICLE IV

Authorized Shares

Section 1. Number. The aggregate number of shares which the Corporation shall have authority to issue is 100,000 shares of common nonassessable, voting stock with a par value of $1.00 per share.

Section 2. Initial Stock. At least one thousand (1,000) shares of the common stock of the Corporation shall be issued for cash at the par value, and the sum received in payment therefor shall constitute the initial consideration for the issuance of shares, referred to in Article VII, which is a condition precedent to the commencing of business by the Corporation.

Section 3. Stated Capital. The par value of all shares of Capital Stock of the Corporation that have been issued shall be the stated capital of the Corporation at any particular time.

Section 4. Dividends. The holders of the Capital Stock shall be entitled to receive, when and as declared by the Board of Directors, out of the unreserved earned surplus of the Corporation, as defined in the Act, dividends payable either in cash, in property or in shares of Capital Stock of the Corporation.

ARTICLE V

Shares Not to be Divided into Classes

The shares of the Corporation are not to be divided into classes.

ARTICLE VI

No Shares Issued in Series

The Corporation is not authorized to issue shares in series.

ARTICLE VII

Pre-emptive Rights

The holders from time to time of the shares of the Corporation shall have the pre-emptive right to purchase, at such respective equitable prices, terms and conditions as shall be fixed by the Board of Directors, such of the shares of the Corporation as may be issued from time to time, over and above the initial issue, which have been never previously sold. Such pre-emptive right shall apply to all shares issued after such initial issue, whether such additional shares constitute shares held in the treasury of the Corporation, and shall be exercised in the respective ratio which the number of shares held by each shareholder at the time of such issue bears to the total number of shares outstanding in the name of all shareholders at such time.

ARTICLE VIII

Provisions for Regulation of Internal

Affairs of the Corporation

Section 1. Meetings of the Shareholders. Meetings of the shareholders of the Corporation may be held at such place, either within or without the State of Alaska, as may be provided in the Code of By-Laws. In the absence of any such provisions, all meetings shall be held at the registered office of the Corporation.

Section 2. Meetings of Directors. Meetings of the Board of Directors of the Corporation, regular or special, may be held either within or without the State of Alaska.

-2-

Section 3. Code of By-Laws. The initial code of By-Laws of the Corporation shall be adopted by its Board of Directors. The power to alter, amend or repeal the Code of By-Laws or to adopt a new Code of By-Laws shall be vested in the Board of Directors. The Code of By-Laws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with the Act or these Articles of Incorporation.

Section 4. Interest of Directors in Contracts. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, officers or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors of the Corporation which acts upon, or in reference to, such contract or transaction, and notwithstanding his or their participating in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of the directors present, such interested director or directors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority necessary to carry such vote. This Section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

Section 5. Amendments to Articles of Incorporation. The Corporation reserves the right from time to time to amend, alter, or repeal or to add any provision to its Articles of Incorporation, in the manner prescribed by law.

ARTICLE IX

Address of Initial Registered Office

and Name of Initial Registered Agent

Section 1. Registered Office. The address of the initial registered office of the corporation is 601 West 5th Avenue, Suite 930, Anchorage, Alaska.

Section 2. Registered Agent. The name of the initial registered agent of the Corporation at such address is Allen McGrath.

ARTICLE X

Data Respecting Directors

Section 1. Initial Board of Directors. The initial Board of Directors shall consist of three members, who need not be residents of the State of Alaska or shareholders of the Corporation.

Section 2. Names and Addresses. The names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders, or until their successors shall have been elected and qualified, follow:

-3-

Allen McGrath	601 West 5th Ave., Anchorage, Alaska
Russell Pritchett	601 West 5th Ave., Anchorage, Alaska
Stella L. Pitts	601 West 5th Ave., Anchorage, Alaska

Section 3. Increase or Decrease of Directors. The number of directors may be increased or decreased from time to time by amendment of the Code of By-Laws; but no decrease shall have the effect of shortening the term of any incumbent director. In the absence of a by-law fixing the number of directors, the number shall be three.

ARTICLE XI

Data Respecting Incorporation

The names and addresses of the incorporators of the Corporation are as follows:

Allen McGrath	601 West 5th Ave., Anchorage, Alaska
Russell Pritchett	601 West 5th Ave., Anchorage, Alaska
Stella L. Pitts	601 West 5th Ave., Anchorage, Alaska

IN WITNESS WHEREOF, the undersigned, being all of the incorporators designated in Article XII, execute these Articles of Incorporation and certify to the truth of the facts therein stated, this 16th day of July, 1978.

/s/ Allen McGrath

ALLEN McGRATH

/s/ Russell Pritchett

RUSSELL PRITCHETT

/s/ Stella Pitts

STELLA L. PITTS

STATE OF ALASKA	)
	)	ss.
THIRD DISTRICT	)

I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the State of Alaska, certify that Allen McGrath, Russell Pritchett and Stella L. Pitts, all of the incorporators referred to in the foregoing Articles of Incorporation, personally stated before me and swore to the truth of the facts therein stated.

WITNESS MY HAND AND OFFICIAL SEAL this 19 day of July, 1978.

/s/ [signature illegible]

Notary Public in and for Alaska

My Commission Expires: 10/23/77

-4-

EX-3.1.4

Exhibit 3.1.4

CERTIFICATE OF FORMATION

OF

BELLINGHAM HERALD PUBLISHING, LLC

1. The name of the limited liability company is

Bellingham Herald Publishing, LLC

2. The address of its registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Bellingham Herald Publishing, LLC this 23rd day of August, 2005.

/s/ Charles S. Lee

Charles S. Lee

Authorized Person

EX-3.1.5

Exhibit 3.1.5

ARTICLES OF INCORPORATION

OF

BELTON PUBLISHING COMPANY, INC.

The undersigned natural person of the age of eighteen years or more for the purpose of forming a corporation under The General and Business Corporation Law of Missouri adopts the following Articles of Incorporation:

ARTICLE ONE

NAME

The name of the corporation is Belton Publishing Company, Inc.

ARTICLE TWO

REGISTERED OFFICE AND AGENT

The address, including street and number, if any, of the corporation’s initial registered office in this state is 2345 Grand Avenue, Suite 2600, Kansas City, MO 64108; and the name of its initial registered agent at such address is Registered Agent, Ltd.

ARTICLE THREE

STOCK

The aggregate number, class and par value, it any, of shares which the corporation shall have authority to issue shall be:

Class	Par Value, if Any, Per Share	Number of Shares
Common	$10.00	20,000

The Board of Directors may offer additional shares of stock, including treasury stock of any class, whether now or hereafter authorized, or bonds, notes, debentures, or other securities or stock convertible into stock, to such person or persons on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided that at any time when stock or securities are to be so offered the then existing holders of common stock of this corporation shall be first offered such stock or securities upon the proposed terms and for the proposed consideration proportionately to their then holdings of common stock in written notices mailed to the holders’ addresses as they appear in the corporation’s stock records, such offer to be accepted as to all or a lesser part of the stock or securities offered to any particular holder by that holder giving written notice of total or partial acceptance to the corporation at its registered office and such offer to be deemed rejected as to any stock or securities with respect

to which that holder fails to give such notice of acceptance within fifteen (15) days of the mailing of the offer or by that holder expressly rejecting his right to purchase all or a lesser part of the stock or securities offered in a written notice delivered or mailed to the corporation at its registered office, provided further than any stock or securities so offered to a particular holder which that holder rejects may then be offered by the Board of Directors to such person or persons as the Board of Directors may deem advisable, but only upon the originally proposed terms and for the originally proposed consideration.

ARTICLE FOUR

RESERVATION OF RIGHTS

Any person, upon becoming the owner or holder of any shares of stock or other securities issued by this corporation, does thereby consent and agree that all rights, powers, privileges, obligations or restrictions pertaining to such securities in any way may be altered, amended, restricted, enlarged or repealed by legislative enactments of the State of Missouri or of the United States hereafter adopted which have reference to or affect corporations or such securities in any way; and that the corporation reserves the right to transact any business for the corporation, to alter, amend or repeal these Articles of Incorporation, or to do any other act or things as authorized, permitted or allowed by such legislative enactments.

ARTICLE FIVE

DIRECTORS

The number of directors which shall constitute the Board of Directors shall be fixed from time to time by or in the manner provided in the bylaws of the Corporation, provided that the number of directors shall not be less than three (3), and provided, further, that until a different number is fixed by or in the manner provided in the bylaws, the number of directors which shall constitute the Board of Directors shall be five (5). Any change in the number of directors shall be reported to the Secretary of State within thirty (30) calendar days following such change.

Upon the filing of these Articles, the following named persons shall constitute the first Board of Directors:

Clark O. Murray	3701 West 64th Street Mission Hills, Kansas 66208
Jack D. Burton	12620 West 82nd Terrace Lenexa, Kansas 66215
William E. James	902 Bird Avenue Harrisonville, Missouri 64701
W. Ferrell Shuck	1503 West 6th Lee’s Summit, Missouri 64063
Brian D. Murray	R-7 Route 1 Lake Lotawana, Missouri 64063

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ARTICLE SIX

DURATION

The duration of the corporation is perpetual.

ARTICLE SEVEN

OBJECTS, PURPOSES AND POWERS

The corporation is formed for the following purposes:

(a) To operate a newspaper or shopper publication, commercial printing, or newspaper, shopper or printing distribution business;

(b) To engage in any commercial, mercantile, manufacturing, mining, industrial, importing, exporting or trading business, venture, activity or service or other business, venture, activity or service of any kind or type, whether for its own account, for the account of another, as a general partner, a limited partner, or a joint venturer;

(c) To engage in scientific and technological research and pursuits of every lawful kind and description and to utilize, employ and exploit any and all knowledge resulting therefrom;

(d) To purchase, lease, rent, accept or otherwise acquire, own, hold, sell, mortgage, charge, exchange, encumber, or dispose of in any manner whatsoever, invest, trade and deal in and with real and personal property of every kind and description, whether tangible or intangible, corporeal or incorporeal;

(e) To carry on the above and any other lawful business and to do any and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any or all of the objects hereinbefore enumerated or for the enhancement of the value of the property of the corporation or which shall at any time appear conducive thereto, including, without limitation, the making of political contributions in the manner and to the extent permitted by law and the establishment, financing and maintenance of political committees in the manner and to the extent permitted by law, either as principal, agent, for its own or another’s account, as a general partner, a limited partner, or a joint venturer; and further to have all the rights, powers and privileges now or hereafter conferred by the laws of the State of Missouri or under any act amendatory thereof, supplemental thereto or substituted therefor.

The objects and purposes specified in the foregoing clauses of this Article Seven shall, except where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of these Articles of Incorporation, and shall be construed as powers as well as objects and purposes.

-3-

ARTICLE EIGHT

CERTAIN TRANSACTIONS

No contract or transaction between the corporation and one or more of its directors or officers or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest shall be void or voidable solely for this reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose.

ARTICLE NINE

INDEMNIFICATION

(a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director (hereinafter referred to in this Article Nine as the “Representative” or a “Representative”) of the corporation, or is or was a Representative and is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys’ and accountants’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such indemnification (unless ordered by a court) shall be made as authorized in a specific case upon a determination that indemnification of the Representative is proper in the circumstances because he has met the applicable standards of conduct set forth in The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or if such quorum is not obtainable, or even if obtainable if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of shareholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a Representative and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b) The corporation may purchase and maintain insurance on behalf of any person against any liability asserted against him and incurred by him in any capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

-4-

ARTICLE TEN

AMENDMENTS TO BYLAWS

The bylaws of the corporation may from time to time be altered, amended, suspended or repealed or new bylaws may be adopted by the shareholders or by the Board of Directors. The power of the directors to alter, amend, suspend or repeal the bylaws or any portion thereof may be denied as to any bylaws or portion thereof enacted by the shareholders if at the time of such enactment the shareholders shall so expressly provide.

ARTICLE ELEVEN

CAPTIONS

The captions and subcaptions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of these Articles nor the intent of any provision thereof.

ARTICLE TWELVE

INCORPORATOR

The name and place of residence of the incorporator is: Harry E. Wigner, Jr., 8532 Juniper Lane, Prairie Village, Kansas 66207.

IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 25th day of June, 1986.

/s/ Harry E. Wigner, Jr.

Harry E. Wigner, Jr., Incorporator

STATE OF Missouri	)
	)	ss.
COUNTY OF Jackson	)

I, Mary Lue Vick, a Notary Public, do hereby certify that on the 25^th day of June, 1986, personally appeared before me Harry E. Wagner, Jr., who being by me first duly sworn declared and acknowledged that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above mentioned.

/s/ Mary Lue Vick

Notary Public

/SEAL/

My commission expired:

December 26, 1988

-5-

State of Missouri

Rebecca McDowell Cook, Secretary of State

P.O. Box 778, Jefferson City, MO 65102

Corporation Division

Statement of Change of Registered Agent and/or

Registered Office

By a Foreign or Domestic For Profit or Nonprofit Corporation

Charter No. 00290612

(1) The name of the corporation is Belton Publishing Company, Inc.

(2) The address, including street and number, of its present registered office (before change) is: 2345 Grand Avenue, Suite 2600, Kansas City, MO 64108

(3) The address, including street and number, of its registered office is hereby changed to: CT Corporation System, 120 S. Central Avenue, Clayton, MO 63105

(4) The name of its present registered agent (before change) is: Registered Agent, Ltd.

(5) The name of the new registered agent is: CT Corporation System

Authorized signature of new registered agent must appear below

/s/ Naseem A. Conde

(May attach separate originally executed written consent to this form in lieu of signature)

(6) The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

In affirmation of the facts stated above,

/s/ Lynda Hauswirth	Lynda Hauswirth
Authorized signature of officer or , if applicable, Chairman of the Board
Assistant Vice President	5/14/2001
(Title)	(Date of Signature)

STATE OF MISSOURI

James C. Kirkpatrick, Secretary of State

Corporation Division

STATEMENT OF CHANGE IN NUMBER OF DIRECTORS

Sections 351.055(6), 351.085,1(4) and 351.315 3. RSMo.

No filing fee – File one copy

Corporate Charter No. 00290612

1. The name of the corporation is Belton Publishing Company, Inc.

The name under which it was originally organized was Belton Publishing Company, Inc.

2. Effective September 5, 1987, the number of persons constituting its board of directors was changed from 5 to 4.

/s/ Jack D. Burton	2-26-88
Corporate Officer	Date
Jack D. Burton
Vice President - Finance

STATE OF MISSOURI

OFFICE OF SECRETARY OF STATE

JEFFERSON CITY 65102

March 7, 1988

BELTON PUBLISHING COMPANY, INC.

P.O. Box 15999

LENEKA, KANSAS 66215

Re: BELTON PUBLISHING COMPANY, INC. (00290612)

Dear Corporation:

This is to advise that on the above date we have filed for record in this office a Statement of Change in the number of directors from five (5) to four (4). (Pursuant to Chapter 351.055(6) and 351.085.2(4) RSMo.)

Very truly yours,

ROY D. BLUNT

Secretary of State

      Corporation Division

Amendment Desk

STATE OF MISSOURI . . . Office of Secretary of State

ROY D. BLUNT, Secretary of State

Amendment of Articles of Incorporation

(To be submitted in duplicate)

HONORABLE ROY D. BLUNT

SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778

JEFFERSON CITY, MO 65102

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1. The president of the Corporation is Belton Publishing Company, Inc.

The name under which it was originally organized was Belton Publishing Company, Inc.

2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders by means of executing a unanimous written consent pursuant to §351.273R.S.Mo., on November 3, 1992

3. Article Number Three is amended to read as follows:

(See Attached Page)

(If more than one article is to be amended or more space is needed attach fly sheet)

4. Of the 10,000 shares outstanding, 10,000 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	10,000

5. The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
Common	10,000	-0-

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

$200,000 (20,000 Class A Common Shares with par value of $5.00 per share plus 20,000 Class B Common Shares with par value of $5.00 per share)

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

Not Applicable

7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

Upon the effective date of the amendment, each share of $10.00 par value common stock now outstanding will be exchanged for one share of Class A Common Stock with par value of $5.00 per share.

IN WITNESS WHEREOF, the undersigned, Jack D. Burton, Vice-President/Finance of Belton Publishing Company, Inc. has executed this instrument and its Secretary, Jack D. Burton has affixed its corporate seal hereto and attested said seal on the 3^rd day of November, 1992.

[SEAL]

	BELTON PUBLISHING COMPANY, INC.
	Name of Corporation
ATTEST:
/s/ Jack D. Burton	By	/s/ Jack D. Burton
Secretary or Assistant Secretary		President or Vice President
Jack D. Burton, Secretary		Jack D. Burton, Vice-President/Finance

State of KANSAS
	ss
County of JOHNSON

I, Carlene Bauer, a Notary Public, do hereby certify that on this 3 day of November, 1992, personally appeared before me Jack D. Burton who, being by me first duly sworn, declared that he is the Vice-President/Finance and Secretary of Belton Publishing Company, Inc. and that he signed the foregoing document as Vice-President/Finance and Secretary of the corporation, and that the statements therein contained are true.

[SEAL]

/s/ Carlene Bauer

Notary Public

My commission expires June 2, 1996

AMENDED ARTICLE OF

BELTON PUBLISHING COMPANY, INC.

ARTICLE THREE

The aggregate number and classes of shares of capital stock which the corporation shall have authority to issue shall be:

Class	Par Value		Number of Shares
Class A Common	$	5.00	20,000
Class B Common	$	5.00	20,000

The Class A Common Stock and Class B Common Stock shall be identical in all respects, except that the holders of Class B Common Stock shall have no voting power for any purpose whatsoever and the holders of Class A Common Stock shall, to the exclusion of the holders of Class B Common Stock, have full voting power for all purposes.

The Board of Directors may offer additional shares of stock, including treasury stock of any class, whether now or hereafter authorized, or bonds, notes, debentures, or other securities or stock convertible into stock, to such person or persons on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided that at any time when stock or securities are to be so offered the then existing holders of common stock of this corporation shall be first offered such stock or securities upon the proposed terms and for the proposed consideration proportionately to their then holdings of common stock in written notices mailed to the holders’ addresses as they appear in the Corporation’s stock records, such offer to be accepted as to all or a lesser part of the stock or securities offered to any particular holder by that holder giving written notice of total or partial acceptance to the Corporation at its registered office and such offer to be deemed rejected as to any stock or securities with respect to which that holder fails to give such notice of acceptance within fifteen (15) days of the mailing of the offer or by that holder expressly rejecting his right to purchase all or a lesser part of the stock or securities offered in a written notice delivered or mailed to the Corporation at its registered office; provided further than any stock or securities so offered to a particular holder which that holder rejects may then be offered by the Board of Directors to such person or persons as the Board of Directors may deem advisable, but only upon the originally proposed terms and for the originally proposed consideration.

Upon the effective date of this amendment to Article Three of the Articles of Incorporation immediately and automatically each share of common stock with $10.00 par value per share then outstanding shall be known as a share of Class A Common Stock with $5.00 par value per share and thereafter the officers shall execute and exchange stock certificates evidencing one share of Class A Common Stock with $5.00 par value for each share of common stock with $10.00 par value then presently outstanding.

STATEMENT OF REDUCTION OF STATED CAPITAL

OF

BELTON PUBLISHING COMPANY, INC.

The undersigned, Belton Publishing Company, Inc., a Missouri corporation (herein the “Company” or the “Corporation”), for the purpose of reducing the stated capital of the Company, in accordance with The General and Business Corporation Law of Missouri, does hereby make and execute this Statement of Reduction of Stated Capital:

FIRST. The name of the Company is Belton Publishing Company, Inc.

SECOND. The following resolutions, adopting an Amendment to Article THREE of the Company’s Articles of Incorporation, and setting forth the reduction of the stated capital of the Company, and the manner for effecting the same concurrently with the effectiveness of said Amendment to the Company’s Articles of Incorporation were unanimously adopted by the stockholders of the Company, to-wit:

BE IT RESOLVED, that the Board of Directors of the Company has adopted a resolution declaring the advisability of the adoption by the stockholders of the following Amendment to the Articles of Incorporation of the Company in lieu of the existing Article Three and whereas the stockholders have duly considered the proposed Amendment and have determined it to be in the best interests of the Company that the same be adopted, now, therefore, the stockholders of the Company hereby adopt the following Amendment to the Articles of Incorporation of the Company as a substitute for the existing Article Three, to-wit:

ARTICLE THREE

The aggregate number and classes of shares of capital stock which the Corporation shall have authority to issue shall be:

Class	Par Value		Number of Shares
Class A Common	$	5.00	20,000
Class B Common	$	5.00	20,000

The Class A Common Stock and Class B Common Stock shall be identical in all respects, except that the holders of Class B Common Stock shall have no voting power for any purpose whatsoever and the holders of Class A Common Stock shall, to the exclusion of the holders of Class B Common Stock, have full voting power for all purposes.

The Board of Directors may offer additional shares of stock, including treasury stock of any class, whether now or hereafter authorized, or bonds, notes, debentures, or other securities or stock convertible into stock, to such person or persons on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided that at any time when stock or securities are to be so offered the then existing holders of common stock of this Corporation shall be first offered

such stock or securities upon the proposed terms and for the proposed consideration proportionately to their then holdings of common stock in written notices mailed to the holders’ addresses as they appear in the Corporation’s stock records, such offer to be accepted as to all or a lesser part of the stock or securities offered to any particular holder by that holder giving written notice of total or partial acceptance to the Corporation at its registered office and such offer to be deemed rejected as to any stock or securities with respect to which that holder fails to give such notice of acceptance within fifteen (15) days of the mailing of the offer or by that holder expressly rejecting his right to purchase all or a lesser part of the stock or securities offered in a written notice delivered or mailed to the Corporation at its registered office; provided further than any stock or securities so offered to a particular holder which that holder rejects may then be offered by the Board of Directors to such person or persons as the Board of Directors may deem advisable, but only upon the originally proposed terms and for the originally proposed consideration.

Upon the effective date of this amendment to Article Three of the Articles of Incorporation immediately and automatically each share of common stock with $10.00 par value per share then outstanding shall be known as a share of Class A Common Stock with $5.00 par value per share and thereafter the officers shall execute and exchange stock certificates evidencing one share of Class A Common Stock with $5.00 par value for each share of common stock with $10.00 par value then presently outstanding.

and the officers and Directors of the Company are hereby authorized and directed to take such actions as they deem necessary or appropriate in order to complete the process of so amending the Articles of Incorporation, including, without limitation by filing such documents and recording the same in such offices as are necessary or appropriate under Missouri law.

BE IT FURTHER RESOLVED, that whereas the Board of Directors of the Company has determined it to be advisable for the Company to reduce its stated capital immediately following the effectiveness of the aforesaid Amendment to the company’s Articles of Incorporation, and whereas the stockholders hereby make the same determination, now therefore the Company’s stated capital is reduced, effective concurrently with the effective date, of the aforesaid Amendment, by transferring from the Company’s stated capital to the Company’s paid-in surplus $5.00 for each of the Company’s 10,000 shares of common stock which were issued immediately prior to the effectiveness of said Amendment, which constitutes a reduction of stated capital of $50,000.00 so that the stated capital of the company shall be reduced from $100,000.00 to $50,000.00 and the paid-in surplus of the company shall be increased from $0.00 to $50,000.00; provided that upon the effectiveness of this reduction of stated capital said reduction shall be effected by each share of common stock with $10.00 par value per share then outstanding becoming known as a share of Class A Common Stock with $5.00 par value per share; provided further that the officers and Directors of the Company are hereby authorized and directed to take such steps as they deem necessary or appropriate in order to complete the process of so reducing the Company’s stated capital, including, without limitation by filing such documents and recording the same in such offices as are necessary or appropriate under Missouri law.

-2-

THIRD. The number of shares of stock of the Company outstanding and entitled to vote on the reduction of stated capital was 10,000 shares of common stock with $10.00 par value per share.

FOURTH. The foregoing reduction of stated capital was, in accordance with the provisions of The General and Business Corporation Law of Missouri, adopted by written consent signed by all of the stockholders of the Company entitled to vote thereon, such consent having the same force and effect as a unanimous vote of the stockholders thereon at a meeting duly held. Consequently, the number of shares voted for the foregoing reduction of stated capital was 10,000 and the numbers of shares voted against such reduction was none.

IN WITNESS WHEREOF, the undersigned, Jack D. Burton, Vice President/Finance of Belton Publishing Company, Inc., has executed this instrument and its Secretary, Jack D. Burton, has affixed its corporate seal hereto and attested said seal on the 3rd day of November, 1992.

(SEAL)

		BELTON PUBLISHING COMPANY, INC.
/s/ Jack D. Burton	By:	/s/ Jack D. Burton
Jack D. Burton, Secretary		Jack D. Burton,
		Vice President/Finance

STATE OF KANSAS	)
	)	ss
COUNTY OF JOHNSON	)

I, Carlene Bauer, a Notary Public, do hereby certify that on this 3 day of November, 1992, personally appeared before me Jack D. Burton who, being by me first duly sworn, declared that he is the Vice-President/Finance and Secretary of Belton Publishing Company, Inc. and that he signed the foregoing document as Vice-President/Finance and Secretary of the corporation, and that the statements therein contained are true.

(SEAL)

/s/ Carlene Bauer

Notary Public

My Commission Expires

June 2, 1996

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EX-3.1.6

Exhibit 3.1.6

ARTICLES OF INCORPORATION

OF

HERALD CUSTOM PUBLISHING, INC.

The undersigned, acting as incorporator of HERALD CUSTOM PUBLISHING, INC. under the Florida Business Corporation Act, adopts the following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is HERALD CUSTOM PUBLISHING, INC. (the “Corporation”).

ARTICLE II. ADDRESS

The mailing address of the Corporation is One Herald Plaza, Miami, Florida 38180.

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the Corporation will commence on the date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The Corporation is organized to engage in any activity or business permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the Corporation is authorized to have outstanding at any time is 1,000 shares of common stock having a par value of $0.01 per share.

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of the Corporation is 1200 Pine Island Road, Plantation, Florida 33324 and the name of the Corporation’s initial registered agent at that address is CT Corporation System.

ARTICLE VII. INCORPORATOR

The name and street address of the incorporator is:

Sylvia B. Gonzalez, Esq.

701 Brickell Avenue

Miami, Florida 33131

ARTICLE VIII. BYLAWS

The power to adopt, alter, amend or repeal bylaws shall be vested in the board of directors and the shareholders, except that the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the directors.

ARTICLE IX. AMENDMENTS

The Corporation reserves the right to amend, alter, change, or repeal any provision in these Articles of Incorporation in the manner prescribed by law, and all rights conferred on shareholders are subject to this reservation.

The undersigned incorporator, for the purpose of forming a corporation under the laws of the State of Florida, has executed these Articles of Incorporation on the 28th day of September, 2000.

/s/ Sylvia B. Gonzalez

Sylvia B. Gonzalez

Incorporator

-2-

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That HERALD CUSTOM PUBLISHING, INC. desiring to organize under the laws of’ the State of Florida with its initial registered office as indicated in the Articles of Incorporation at 1200 Pine Island Road, Plantation, Fl 33324 has named CT Corporation System as its agent to accept service of process within this state.

ACKNOWLEDGMENT:

Having been named to accept service of process for the corporation named above, at the place designated in this certificate, the undersigned agrees to act in that capacity, to comply with the provisions of the Florida Business Corporation Act, and is familiar with, and accepts, the obligations of that position.

Dated this 29 day of September, 2000.

CT CORPORATION SYSTEM
By:	/s/ Vicky Goldstein
Name:	VICKY GOLDSTEIN
Title:	SPECIAL ASSISTANT SECRETARY

-3-

ARTICLES OF AMENDMENT

TO

THE ARTICLES OF INCORPORATION

OF

HERALD CUSTOM PUBLISHING, INC.

1. The name of this corporation is Herald Custom Publishing Inc., a Florida corporation (the “Company”), whose principal office address is One Herald Plaza, Miami, Florida, 33130.

2. Article I, of the Articles of Incorporation of Herald Custom Publishing, Inc., is hereby deleted in its entirety and replaced as follows:

“ARTICLE I - NAME

The name of this Corporation is Biscayne Bay Publishing, Inc.”

3. The foregoing amendment was adopted by the sole shareholder of the Company on August 10, 2001, by unanimous written consent of such shareholder.

4. 1,000 shares of the Company’s 1,000 authorized shares of common stock, par value $.01 per share, have been Issued as of this date and as of the date of the adoption of the amendment.

IN WITNESS WHEREOF, the undersigned have duly executed the Articles of Amendment on this 10 day of August, 2001.

	Herald Custom Publishing, Inc.
(Corporate Seal)
	By:	/s/ Willard Soper                                         08/10/01
		Willard Soper, Chairman

And By:	/s/ Polk Laffoon
	Polk Laffoon, Secretary

-4-

EX-3.1.7

Exhibit 3.1.7

ARTICLES OF INCORPORATION

OF

CASS COUNTY PUBLISHING COMPANY

We, the undersigned, being natural persons of the age of twenty-one years or more and subscribers to the shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under “CASS COUNTY PUBLISHING COMPANY”, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation is Cass County Publishing Company.

ARTICLE TWO

The address of its initial registered office in the State of Missouri is: 301 South Lexington, Harrisonville, Cass County, Missouri; and the name of its initial registered agent at such address is J. W. Brown, Jr., and is the address of the corporation.

ARTICLE THREE

The amount of the capital stock is One Hundred Thousand Dollars ($100,000.00), divided into shares of the par value of One Hundred Dollars ($100.00) per share, or a total number of One Thousand (1,000) shares, which this corporation shall be authorized to issue. The Company has issued five (5) shares of its common stock before it commences business, and the consideration paid therefor is the sum of Five Hundred Dollars ($500.00), which now has been paid and said fund is now on hand in cash.

ARTICLE FOUR

The names and places of residences of the shareholders and the number of shares subscribed by each are as follows:

Name	Residence	No. of Shares
J. W. Brown, Jr.	Harrisonville, Missouri	Three
Wanda A. Brown	Harrisonville, Missouri	One
Halbert Martin	Harrisonville, Missouri	One

ARTICLE FIVE

The number of directors to constitute the Board of Directors is three (3).

ARTICLE SIX

The duration of the Corporation is perpetual.

ARTICLE SEVEN

The purposes for which the corporation is formed and the powers which said corporation shall possess are as follows:

To carry on the businesses of printers, engravers, publishers, book and print sellers, bookbinders, and art journalists in all their branches; to carry on the businesses of newspaper and magazine proprietors, news agents, journalists, literature agents, and stationers in all their branches; to carry on the businesses of manufacturers and distributors of and dealers in engravings, prints, pictures, drawings, and any written, engraved, painted, or printed productions, in all their branches; to carry on the businesses of advertisements, in all their branches; to carry on the businesses of paper makers, and printing and other ink manufacturers in all their branches; to purchase, acquire, hold, improve, sell, convey, assign, release, mortgage, incumber, lease, hire, and deal in real and personal property of. every name and nature, and to perform all other powers that may be given to the Corporation by the laws of the State of Missouri; to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed.

ARTICLE EIGHT

It is agreed that no transfer of stock shall be made on the books of the corporation and no sale or assignment thereof shall be valid unless such stock owned by such stockholder shall have been first offered to the corporation and second to the remaining stockholders of this corporation; if the corporation shall fail, neglect or refuse to purchase the same, or if any stockholders shall fail, neglect or refuse to purchase the stock so offered within fifteen (15) days after a written notice of said owner of said share of stock to the corporation and to its stockholder, then said owner of such stock may transfer said stock to any other person.

IN TESTIMONY WHEREOF, we have hereunto set our hands and seals this 15th day of December, 1964.

/s/ J. W. Brown, Jr.

/s/ Wanda A. Brown

/s/ Halbert Martin

STATE OF MISSOURI	)
	)	SS
COUNTY OF CASS	)

The undersigned, J.W. Brown, Jr., Wanda A. Brown, and Halbert Martin, being all of the incorporators of “Cass County Publishing Company” of Harrisonville, Missouri, being duly sworn, upon their oaths each did say that the statements and matters set forth in the forgoing articles of incorporation are true.

/s/ J.W. Brown, Jr.

/s/ Wanda A. Brown

/s/ Halbert Martin

Subscribed and sworn to before me this 15^th day of December 1964.

/s/ [signature of notary illegible]

Notary Public

My commission expires April 10, 1965.

STATE OF MISSOURI	)
	)	SS
COUNTY OF CASS	)

On this 15^th day of December, 1964, before me personally appeared J.W. Brown, Jr., Wanda A. Brown, and Halbert Martin, to be known to be the persons described in and who executed the foregoing instrument and acknowledged that they executed the same as their free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last mentioned above.

/s/ [signature of notary illegible]

Notary Public

My commission expires April 10, 1965.

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ARTICLES OF MERGER

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporations certify the following:

That Harrisonville Publishing Company, Inc., a Missouri corporation, and Cass County Publishing Company, a Missouri corporation, are hereby merged and that the above named Cass County Publishing Company is the surviving corporation;

That immediately prior to the merger Harrisonville Publishing Company, Inc. had 15,000 shares of $10.00 par value Common Stock issued and outstanding;

That immediately prior to the merger Cass County Publishing Company had 1,000 shares of $100.00 par value Common Stock issued and outstanding;

That the Board of Directors of Cass County Publishing Company, acting by means of a consent dated June 30, 1988, in lieu of holding a meeting, by a unanimous vote of the members of such board approved the Plan of Merger set forth in these Articles;

That the Board of Directors of Harrisonville Publishing Company, Inc., acting by means of a consent dated June 30, 1988, in lieu of holding a meeting, by a unanimous vote of the members of such board approved the Plan of Merger set forth in these Articles;

That the sole shareholder of all 1,000 shares of Cass County Publishing Company stock entitled to be voted, acting by means of a consent dated June 30, 1988, in lieu of holding a meeting, approved the Plan of Merger set forth in these Articles.

That the holders of all 15,000 shares of Harrisonville Publishing Company, Inc. stock entitled to be voted, acting by means of a consent dated June 30, 1988, in lieu of holding a meeting, by a unanimous note of such shareholders approved the Plan of Merger set forth in these Articles.

PLAN OF MERGER

(a) Harrisonville Publishing Company, Inc. and Cass County Publishing Company are hereby merged and Cass County Publishing Company is the surviving corporation.

(b) The merger shall become effective upon June 30, 1988, following the issuance of a Certificate of Merger of Harrisonville Publishing Company, Inc. and Cass County Publishing Company by the Secretary of State of Missouri (the time when the merger shall so become effective being sometimes hereinafter referred to as the “Effective Date”). Upon the Effective Date:

(i) Harrisonville Publishing Company, Inc. and Cass County Publishing Company (sometimes referred to jointly hereinafter as the “Constituent Corporations”) shall be a single corporation, which shall be Cass County Publishing Company and the separate existence of Harrisonville Publishing Company, Inc. shall cease;

(ii) Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises, of a public and of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due on whatever account and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent Corporations, shall be taken and deemed to be vested in Surviving Corporation without further act or deed; and the title to all real estate, or any interest therein, vested in either of the Constitutent Corporations shall not revert or be in any way impaired by reason of the merger; provided that the officers and Board of Directors of each of the Constituent Corporations are authorized to execute all deeds, assignments, and documents of every nature which they may deem reasonably necessary or appropriate to effectuate a full and complete transfer of ownership;

(iii) Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the merger had not taken place, or Surviving Corporation may be substituted in its place, and neither the rights of creditors nor any liens upon the property of either of the Constituent Corporations shall be impaired by the merger; and

(iv) the aggregate amount of the net assets of the Constituent Corporations which was available for the payment of dividends, immediately prior to the merger, to the extent that the value thereof is not transferred to stated capital by the issuance of shares or otherwise, shall continue to be available for payment of dividends by Surviving Corporation.

(c) The officers, Board of Directors and registered agents and offices of Surviving Corporation immediately prior to the effective date of the merger shall be the same until their respective successors are duly elected and qualified or selected under the provisions of the Articles of Incorporation and Bylaws of the Surviving Corporation.

(d) On the Effective Date, each share of Common Stock of Surviving Corporation which, immediately prior to the Effective Date, is issued and outstanding, shall, without any action on the part of the holder thereof, become treasury shares of Surviving Corporation and shall immediately thereafter be cancelled; and the shares of Common Stock of Parent Corporation shall, without any action on the part of any holder thereof, be treated as follows:

(i) 7,875 shares issued, outstanding and owned by Clark O. Murray shall be converted into 567.6 shares of Common Stock of Surviving Corporation;

(ii) 1,500 shares issued, outstanding and owned by Margaret O. Murray shall be converted into 108.1 shares of Common Stock of Surviving Corporation;

(iii) 1,500 shares issued, outstanding and owned by Michael C. Murray shall be converted into 108.1 shares of Common Stock of Surviving Corporation;

(iv) 1,500 shares issued, outstanding and owned by Craig R. Murray shall be converted into 108.1 shares of Common Stock of Surviving Corporation;

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(v) 1,500 shares issued, outstanding and owned by Brian D. Murray shall be converted into 108.1 shares of Common Stock of Surviving Corporation;

(vi) 375 shares issued, outstanding and owned by Jack D. and Janet Burton, JTWROS, shall be converted into $8,850.00 cash;

(vii) 375 shares issued, outstanding and owned by Wright S. Coulson shall be converted into $8,850.00 cash; and

(viii) 375 shares issued, outstanding and owned by W. Richard Keene shall be converted into $8,850.00 cash.

As promptly as practicable after the Effective Date, each holder of an outstanding certificate or certificates which, prior to the Effective Date represented shares of Common Stock of Parent Corporation, shall surrender the same to the secretary of Surviving Corporation and such holder or holders shall be entitled to receive in exchange therefor newly issued certificates representing shares of Common Stock of Surviving Corporation or cash as set forth above.

(e) On the Effective Date and until thereafter altered, amended or repealed in accordance with the provisions thereof and applicable law, each of Articles One, Two, Three, Four, Five, Six, Seven and Eight of the Articles of Incorporation of Surviving Corporation shall be amended in its entirety into the respective one of Articles One, Two, Three, Four, Five, Six, Seven and Eight on Exhibit 1 which is attached hereto and made a part hereof; provided that the Surviving Corporation’s Articles of Incorporation are further amended by the Addition of Articles Nine, Ten and Eleven as such Articles appear on said Exhibit 1.

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IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged

	CASS COUNTY PUBLISHING COMPANY
(Corporate Seal)	By:	/s/ [signature illegible]
	Its:	President

ATTEST:

/s/Jack D. Burton

Secretary

	HARRISONVILLE PUBLISHING COMPANY, INC.
By:	By:	/s/ Clark O. Murray
(Corporate Seal)	Its:	President
ATTEST:
/s/ Jack D. Burton
Secretary

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EXHIBIT 1 - Cass County Publishing Company

ARTICLE ONE

NAME

The name of the corporation is Cass County Publishing Company.

ARTICLE TWO

REGISTERED OFFICE AND AGENT

The address, including street and number, if any, of the corporation’s registered office in this state is 2345 Grand Avenue, Suite 2600, Kansas City, Missouri 64108; and the name of its registered agent at such address is Registered Agent, Ltd.

ARTICLE THREE

STOCK

The aggregate number, class and par value, if any, of shares which the corporation shall have authority to issue shall be:

Class	Par Value, if Any, Per Share		Number of Shares
Common	$	100.00	2,000

No holder of capital stock of this corporation shall be entitled as a matter of right to subscribe for, purchase, or receive any part of any new or additional issue of stock including treasury stock of any class, whether now or hereafter authorized, or of any bonds, notes, debentures, other securities or stock convertible into stock of any class, and all such additional shares of stock, bonds, notes, debentures, other securities or stock convertible into stock may be issued and disposed of by the Board of Directors to such person or persons on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided, however, that any holder of Stock of this corporation, whether or not a holder of any of the stock of this Corporation currently authorized above, shall have the pre-emptive rights, if any, authorized under Missouri law with respect to any stock of this corporation authorized and issued in excess of the above authorized 2,000 shares of stock. For the purposes of this Article Three, any issuance of Stock of this corporation, including but not limited to treasury stock, shall be deemed to be out of the 2,000 currently authorized shares of stock of this corporation except to the extent said issuance causes the issued and outstanding stock of this corporation at the time of said issuance to exceed 2,000 shares.

ARTICLE FOUR

RESERVATION OF RIGHTS

Any person, upon becoming the owner or holder of any shares of stock or other securities issued by this corporation, does thereby consent and agree that all rights, powers, privileges, obligations or restrictions pertaining to such securities in any way may be altered, amended, restricted, enlarged or repealed by legislative enactments of the State of Missouri or of the United States hereafter adopted which have reference to or affect corporations or such securities in any way; and that the corporation reserves the right to transact any business for the corporation, to alter, amend or repeal these Articles of Incorporation, or to do any other act or things as authorized, permitted or allowed by such legislative enactments.

ARTICLE FIVE

DIRECTORS

The number of directors which shall constitute the Board of Directors shall be fixed from time to time by or in the manner provided in the bylaws of the Corporation, provided that the number of directors shall not be less than three (3), and provided, further, that until a different number is fixed by or in the manner provided in the Bylaws, the number of directors which shall constitute the Board of Directors now shall be four (4). Any change in the number of directors shall be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE SIX

DURATION

The duration of the corporation is perpetual.

ARTICLE SEVEN

OBJECTS, PURPOSES AND POWERS

The corporation is formed for the following purposes:

(a) To operate a newspaper or shopper publication, commercial printing, or newspaper, shopper or printing distribution business.

(b) To engage in any commercial, mercantile, manufacturing, mining, industrial, importing, exporting or trading business, venture, activity or service or other business, venture, activity or service of any kind or type, whether for its own account, for the account of another, as a general partner, a limited partner, or a joint venturer;

(c) To engage in scientific and technological research and pursuits of every lawful kind and description and to utilize, employ and exploit any and all knowledge resulting therefrom;

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(d) To purchase, lease, rent, accept or otherwise acquire, own, hold, sell, mortgage, charge, exchange, encumber, or dispose of in any manner whatsoever, invest, trade and deal in and with real and personal property of every kind and description, whether tangible or intangible, corporeal or incorporeal;

(e) To carry on the above and any other lawful business and to do any and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any or all of the objects hereinbefore enumerated or for the enhancement of the value of the property of the corporation or which shall at any time appear conducive thereto, including, without limitation, the making of political contributions in the manner and to the extent permitted by law and the establishment, financing and maintenance of political committees in the manner and to the extent permitted by law, either as principal, agent, for its own or another’s account, as a general partner, a limited partner, or a joint venturer; and further to have all the rights, powers and privileges now or hereafter conferred by the laws of the State of Missouri or under any act amendatory thereof, supplemental thereto or substituted therefor.

The objects and purposes specified in the foregoing clauses of this Article Seven shall, except where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of these Articles of Incorporation, and shall be construed as powers as well as objects and purposes.

ARTICLE EIGHT

CERTAIN TRANSACTIONS

No contract or transaction between the corporation and one or more of its directors or officers or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest shall be void or voidable solely for this reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose.

ARTICLE NINE

INDEMNIFICATION

(a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director (hereinafter referred to in this Article Nine as the Representatives or a “Representative”) of the corporation, or is or was a Representative and is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys’ and accountants’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such indemnification (unless

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ordered by a court) shall be made as authorized in a specific case upon a determination that indemnification of the Representative is proper in the circumstances because he has met the applicable standards of conduct set forth in The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or if such quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of shareholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a Representative and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b) The corporation may purchase and maintain insurance on behalf of any person against any liability asserted against him and incurred by him in any capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

ARTICLE TEN

AMENDMENTS TO BYLAWS

The bylaws of the corporation may from time to time be altered, amended, suspended or repealed or new bylaws may be adopted by the shareholders or by the Board of Directors. The power of the directors to alter, amend, suspend or repeal the bylaws or any portion thereof may be denied as to any bylaws or portion thereof enacted by the shareholders if at the time of such enactment the shareholders shall so expressly provide.

ARTICLE ELEVEN

CAPTIONS

The captions and subcaptions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of these Articles nor the intent of any provision thereof.

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Charter #114968

SURVIVING CORP	Cass County Publishing Company
SHARES	1000@ $100.00	increase to 2000 @ $100.00
ISSUED	1000	1000
UN-ISSUED		1000

MERGING CORPORATIONS

1. Charter #275398

CORP. NAME	Harrisonville Publishing Company, Inc.
SHARES	75,000 @ $10.50
ISSUED	15,000

2. Charter #            

CORP. NAME

SHARES

ISSUED

3. Charter #            

CORP. NAME

SHARES

ISSUED

4. Charter #            

CORP. NAME

SHARES

ISSUED

SHARE EXCHANGE	SURVIVING SHARES OUTSTANDING
#1    15,000 7875 for 567.6	1000 567.6
#2                 1500 for 108.1	432.4 108.1
#3                 1500 for 108.1	324.3 108.1
#4                 1500 for 108.1	216.2

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1500 for 108.1	108.1 108.1
375 for cash $8,850
375 for cash $8,850	200,000 100,000
375 for cash $8,850	100,000 5
15,000	50 increase               25 merger
	$75

TAX CLEARANCE                                                                                                                                                                                     

FILING FEE                                                          

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Evelyn Talbott

7/11/88

TAX CLEARNACE - MERGERS

             /s/ Bal. Due c87 450.76 Amended 87 filed per Sharon

#00275398	HARRISONVILLE PUBLISHING COMPANY, INC.                                      (SEE ATTACHED)	6/30/88
#00275399	LEE’S SUMMIT PUBLISHING COMPANY. INC.	6/30/88
#001174606	MID-WEST MEDICAL LABORATORY. INC.                                      (see attached reports)	7/7/88
#00207863	ORCHARD BOX CO.	7/5/88
#F00240696 /s/we have the report	WESTERN AIR LINES, INC.                                      (corporation forfeited on 4/22/87)                                                  (see attached report)	4/1/87
#00189676	MIDSTATES INVESTMENT CO., INC.                                                  /s/ [initials illegible]                                                              7-12-88	7/5/88

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State of Missouri

Rebecca McDowell Cook, Secretary of State

P.O. Box 778, Jefferson City, MO 65102

Corporation Division

Statement of Change of Registered Agent and/or

Registered Office

By a Foreign or Domestic For Profit or Nonprofit Corporation

Charter No. 00114968

(1) The name of the corporation is Cass County Publishing Company

(2) The address, including street and number, of its present registered office (before change) is:

2345 Grand Avenue, Suite 2600, Kansas City, MO 64108

(3) The address, including street and number, of its registered office is hereby changed to:

CT Corporation System, 120 S. Central Avenue, Clayton, MO 63105

(4) The name of its present registered agent (before change) is: Registered Agent, Ltd.

(5) The name of the new registered agent is: CT Corporation System

Authorized signature of new registered agent must appear below

/s/ Naseem A. Conde

(May attach separate originally executed written consent to this form in lieu of signature)

(6) The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

In affirmation of the facts stated above:

/s/ Lynda Hauswirth	Lynda Hauswirth
Authorized signature of officer or , if applicable, Chairman of the Board
Assistant Vice President	5/14/2001
(Title)	(Date of Signature)

STATE OF MISSOURI . . . Office of Secretary of State

ROY D. BLUNT, Secretary of State

Amendment of Articles of Incorporation

(To be submitted in duplicate by an attorney)

HONORABLE ROY D. BLUNT

SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778

JEFFERSON CITY, MO 65102

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1. The president of the Corporation is CASS COUNTY PUBLISHING COMPANY

The name under which it was originally organized was CASS COUNTY PUBLISHING COMPANY

2. An amendment to the Corporation’s Articles of Incorporation was adopted by the Shareholders on November 25, 1985.

3. Article Number Five is amended to read as follows:

ARTICLE FIVE

The number of directors which shall constitute the Board of Directors shall be fixed from time to time by or in the manner provided in the Bylaws of the Corporation, provided that the number of directors shall not be less than three (3), and provided, further, that until a different number is fixed by or in the manner provided in the Bylaws, the number of directors which shall constitute the Board of Directors now shall be four (4). Any change in the number of directors shall be reported to the Secretary of State within thirty (30) calendar days following such change.

(If more than one article is to be amended or-more space is needed attach fly sheet.)

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4. Of the 1,000 shares outstanding, 1,000 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	1,000

5. The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
Common	1,000	-0-

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

N/A

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

N/A

7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

N/A

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IN WITNESS WHEREOF, the undersigned, Clark O. Murray, President, has executed this instrument and its Secretary, Jack D. Burton has affixed its corporate seal hereto and attested said seal on the 25^th day of November, 1985.

(SEAL)

	CASS COUNTY PUBLISHING COMPANY
		Name of Corporation
ATTEST:
/s/ Jack D. Burton	By	/s/ Clark O. Murray
Secretary or Assistant Secretary		President or Vice President
Jack D. Burton, Secretary		Clark O. Murray, President

State of KANSAS	)
	)    ss
County of JOHNSON	)

I, Carlene Bauer, a Notary Public, do hereby certify that on this 25^th day of November, 1985, personally appeared before me Clark O. Murray who, being by me first duly sworn, declared that he is the President of Cass County Publishing Company that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

(SEAL)

/s/ Carlene Bauer

Notary Public

My commission expires June 2, 1988

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RESTATEMENT OF THE

ARTICLES OF INCORPORATION

OF

CASS COUNTY PUBLISHING COMPANY

The undersigned natural persons, being the duly elected and acting President and Secretary, respectively, of Cass County Publishing Company, hereby verify that this Restatement of said corporation’s Articles of Incorporation correctly sets forth without change the corresponding provisions of the Articles of Incorporation as heretofore amended, that these Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto, and that these Restated Articles of Incorporation were unanimously adopted by means of a written consent dated June 30, 1988 executed by the holders of all 1,000 outstanding shares (1,000 for, 0 against) of the corporation’s stock. The Restated Articles of Incorporation are as follows:

ARTICLE ONE

NAME AND INCORPORATORS

The name of the corporation is Cass County Publishing Company. The incorporators, their addresses and the number of shares each originally held were: J. W. Brown, Harrisonville, Missouri (3 shares); Wanda A. Brown, Harrisonville, Missouri (1 share); and Halbert Martin, Harrisonville, Missouri (1 share).

ARTICLE TWO

REGISTERED OFFICE AND AGENT

The address, including street and number, if any, of the corporation’s registered office in this state is 2345 Grand Avenue, Suite 2600, Kansas City, Missouri 64108; and the name of its registered agent at such address is Registered Agent, Ltd.

ARTICLE THREE

STOCK

The aggregate number, class and par value, if any, of shares which the corporation shall have authority to issue shall be:

Class	Par Value if Any, Per Share		Number of Shares
Common	$	100.00	2,000

No holder of capital stock of this corporation shall be entitled as a matter of right to subscribe for, purchase, or receive any part of any new or additional issue of stock including treasury stock of any class, whether now or hereafter authorized, or of any bonds, notes, debentures, other securities or stock convertible into stock of any class, and all such additional shares of stock, bonds, notes, debentures, other securities or stock convertible into stock may be issued and disposed of by the

-1-

Board of Directors to such person or persons on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided, however, that any holder of Stock of this corporation, whether or not a holder of any of the stock of this Corporation currently authorized above, shall have the pre-emptive rights, if any, authorized under Missouri law with respect to any stock of this corporation authorized and issued in excess of the above authorized 2,000 shares of stock. For the purposes of this Article Three, any issuance of Stock of this corporation, including but not limited to treasury stock, shall be deemed to be out of the 2,000 currently authorized shares of stock of this corporation except to the extent said issuance causes the issued and outstanding stock of this corporation at the time of said issuance to exceed 2,000 shares.

ARTICLE FOUR

RESERVATION OF RIGHTS

Any person, upon becoming the owner or holder of any shares of stock or other securities issued by this corporation, does thereby consent and agree that all rights, powers, privileges, obligations or restrictions pertaining to such securities in any way may be altered, amended, restricted, enlarged or repealed by legislative enactments of the State of Missouri or of the United States hereafter adopted which have reference to or affect corporations or such securities in any way; and that the corporation reserves the right to transact any business for the corporation, to alter, amend or repeal these Articles of Incorporation, or to do any other act or things as authorized, permitted or allowed by such legislative enactments.

ARTICLE FIVE

DIRECTORS

The number of directors which shall constitute the Board of Directors shall be fixed from time to time by or in the manner provided in the bylaws of the Corporation, provided that the number of directors shall not be less than three (3), and provided, further, that until a different number is fixed by or in the manner provided in the Bylaws, the number of directors which shall constitute the Board of Directors now shall be four (4). Any change in the number of directors shall be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE SIX

DURATION

The duration of the corporation is perpetual.

ARTICLE SEVEN

OBJECTS, PURPOSES AND POWERS

The corporation is formed for the following purposes:

(a) To operate a newspaper or shopper publication, commercial printing, or newspaper, shopper or printing distribution business.

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(b) To engage in any commercial, mercantile, manufacturing, mining, industrial, importing, exporting or trading business, venture, activity or service or other business, venture, activity or service of any kind or type, whether for its own account, for the account of another, as a general partner, a limited partner, or a joint venturer;

(c) To engage in scientific and technological research and pursuits of every lawful kind and description and to utilize, employ and exploit any and all knowledge resulting therefrom;

(d) To purchase, lease, rent, accept or otherwise acquire, own, hold, sell, mortgage, charge, exchange, encumber, or dispose of in any manner whatsoever, invest, trade and deal in and with real and personal property of every kind and description, whether tangible or intangible, corporeal or incorporeal;

(e) To carry on the above and any other lawful business and to do any and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any or all of the objects hereinbefore enumerated or for the enhancement of the value of the property of the corporation or which shall at any time appear conducive thereto, including, without limitation, the making of political contributions in the manner and to the extent permitted by law and the establishment, financing and maintenance of political committees in the manner and to the extent permitted by law, either as principal, agent, for its own or another’s account, as a general partner, a limited partner, or a joint venturer; and further to have all the rights, powers and privileges now or hereafter conferred by the laws of the State of Missouri or under any act amendatory thereof, supplemental thereto or substituted therefor.

The objects and purposes specified in the foregoing clauses of this Article Seven shall, except where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of these Articles of Incorporation, and shall be construed as powers as well as objects and purposes.

ARTICLE EIGHT

CERTAIN TRANSACTIONS

No contract or transaction between the corporation and one or more of its directors or officers or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest shall be void or voidable solely for this reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose.

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ARTICLE NINE

INDEMNIFICATION

(a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director (hereinafter referred to in this Article Nine as the “Representative” or a “Representative”) of the corporation, or is or was a Representative and is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys’ and accountants’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such indemnification (unless ordered by a court) shall be made as authorized in a specific case upon a determination that indemnification of the Representative is proper in the circumstances because he has met the applicable standards of conduct set forth in The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or if such quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of shareholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a Representative and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b) The corporation may purchase and maintain insurance on behalf of any person against any liability asserted against him and incurred by him in any capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

ARTICLE TEN

AMENDMENTS TO BYLAWS

The bylaws of the corporation may from time to time be altered, amended, suspended or repealed or new bylaws may be adopted by the shareholders or by the Board of Directors. The power of the directors to alter, amend, suspend or repeal the bylaws or any portion thereof may be denied as to any bylaws or portion thereof enacted by the shareholders if at the time of such enactment the shareholders shall so expressly provide.

-4-

ARTICLE ELEVEN

CAPTIONS

The captions and subcaptions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of these Articles nor the intent of any provision thereof.

IN WITNESS WHEREOF, the undersigned, William E. James, President of Cass County Publishing Company, has executed this instrument and Jack D. Burton, Secretary of said corporation, has affixed its corporate seal hereto and attested said seal on the 1^st day of October, 1988.

(SEAL)	CASS COUNTY PUBLISHING COMPANY
ATTEST:
/s/ Jack D. Burton	By	/s/ William E. James
Jack D. Burton, Secretary		William E. James, President

-5-

State of KANSAS	)
	)	ss.
County of JOHNSON	)

I, Harry E. Wigner, Jr., a Notary Public, do hereby certify that on this 1^st day of October, 1988, personally appeared before me William E. James who, being by me first duly sworn, declared that he is the President of Cass County Publishing Company; that he signed the foregoing document as President of the corporation; and that the statements therein contained are true.

/s/ Harry E. Wigner, Jr.

Notary Public

My commission expires:

State of KANSAS	)
	)	ss.
County of JOHNSON	)

I, Harry E. Wigner, Jr., a Notary Public, do hereby certify that on this 1^st day of October, 1988, personally appeared before me Jack D. Burton who, being by me first duly sworn, declared that he is the Secretary of Cass County Publishing Company; that he signed the foregoing document as President of the corporation; and that the statements therein contained are true.

/s/ Harry E. Wigner, Jr.

Notary Public

My commission expires:

-6-

STATE of MISSOURI

James C. Kirkpatrick, Secretary of State

Corporation Division

Statement of Change of Registered Agent or Registered Office

by Foreign or Domestic Corporations

To SECRETARY OF STATE,

Jefferson City, Missouri. Charter No. 1144968

The undersigned corporation, organized and existing under the laws of the state of Missouri for the purpose of changing its registered agent or its registered office or both, in Missouri as provided by the provisions of “The General and Business Corporation Act of Missouri,” represents that:

1. The name of the Corporation is CASS COUNTY PUBLISHING COMPANY

2. The name of its PRESENT registered agent (before change) is J. W. Brown, Jr.

3. The name of the new registered agent is Registered Agent, Ltd.

4. The address, including street number, if any, of its PRESENT registered office (before change) is 301 So. Lexington, Harrisonville, MO 64701

5. The address of its registered office (including street number, if any change is to be made) is hereby CHANGED TO 2345 Grand Avenue. Suite 2600, Kansas City, MO 64108

6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7. Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its PRESIDENT OR VICE-PRESIDENT, attested by its SECRETARY OR ASSISTANT SECRETARY

This 19 day of December, A.D. 1985

(SEAL)	CASS COUNTY PUBLISHING COMPANY
	NAME OF CORPORATION
	By	/s/ Clark O. Murray
		PRESIDENT
		Clark O. Murray, President

Attest:

/s/ Jack D. Burton

SECRETARY OR ASSISTANT SECRETARY

Jack D. Burton, Secretary

State of KANSAS	)
	)	ss.
County of JOHNSON	)

I, Carlene Bauer, a Notary Public, do hereby certify that on this 19^th day of December, A.D. 1985, personally appeared before me Clark O. Murray who declares he is the President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

(SEAL)

/s/ Carlene Bauer

Notary Public

My commission expires June 2, 1988

-2-

STATE OF MISSOURI . . . Office of Secretary of State

ROY D. BLUNT, Secretary of State

Amendment of Articles of Incorporation

(To be submitted in duplicate)

HONORABLE ROY D. BLUNT

SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778

JEFFERSON CITY, MO 65102

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1. The president of the Corporation is Cass County Publishing Company

The name under which it was originally organized was Cass County Publishing Company

2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders by means of executing a unanimous written consent pursuant to §351.273R.S.Mo., on November 3, 1992

3. Article Number Three is amended to read as follows:

(See Attached Page)

(If more than one article is to be amended or more space is needed attach fly sheet)

-1-

4. Of the 1,000 shares outstanding, 1,000 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	1,000

5. The number of shares voted for and against the amendment was as follows

Class	No. Voted For	No. Voted Against
Common	1,000	-0-

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

$200,000 (2,000 Class A Common Shares with par value of $50.00 per share plus 2,000 Class B Common Shares with par value of $50.00 per share)

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

Not Applicable

7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

Upon the effective date of the amendment, each share of $100.00 par value common stock now outstanding will be exchanged for one share of Class A Common Stock with par value of $50.00 per share.

-2-

IN WITNESS WHEREOF, the undersigned, Jack D. Burton, Executive Vice-President of Cass County Publishing Company has executed this instrument and its Secretary, Jack D. Burton has affixed its corporate seal hereto and attested said seal on the 3^rd day of November, 1992.

(SEAL)

CASS COUNTY PUBLISHING COMPANY, INC.

                        Name of Corporation

ATTEST:

/s/ Jack D. Burton	By	/s/ Jack D. Burton
Secretary or Assistant Secretary		President or Vice President
Jack D. Burton, Secretary		Jack D. Burton, Vice-President

State of KANSAS
	ss
County of JOHNSON

I, Carlene Bauer, a Notary Public, do hereby certify that on this 3 day of November, 1992, personally appeared before me Jack D. Burton who, being by me first duly sworn, declared that he is the Executive Vice President and Secretary of Cass County Publishing Company and that he signed the foregoing document as Executive Vice President and Secretary of the corporation, and that the statements therein contained are true.

(SEAL)

/s/ Carlene Bauer

Notary Public

My commission expires June 2, 1996

-3-

AMENDED ARTICLE OF

CASS COUNTY PUBLISHING COMPANY

ARTICLE THREE

The aggregate number and classes of shares of capital stock which the corporation shall have authority to issue shall be:

Class	Par Value		Number of Shares
Class A Common	$	50.00	2,000
Class B Common	$	50.00	2,000

The Class A Common Stock and Class B Common Stock shall be identical in all respects, except that the holders of Class B Common Stock shall have no voting power for any purpose whatsoever and the holders of class A Common Stock shall, to the exclusion of the holders of class B Common Stock, have full voting power for all purposes.

No holder of capital stock of this Corporation shall be entitled as a matter of right to subscribe for, purchase, or receive any part of any new or additional issue of stock including treasury stock of any class, whether now or hereafter authorized, or of any bonds, notes, debentures, other securities or stock convertible into stock of any class, and all such additional shares of stock, bonds, notes, debentures, other securities or stock convertible into stock may be issued and disposed of by the Board of Directors to such person or persons on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided, however, that any holder of Stock of this Corporation, whether or not a holder of any of the stock of this corporation currently authorized above, shall have the preemptive rights, if any, authorized under Missouri law with respect to any stock of this corporation authorized and issued in excess of the above authorized 4,000 shares of stock. For the purposes of this Article Three, any issuance of Stock of this corporation, including but not limited to treasury stock, shall be deemed to be out of the 4,000 currently authorized shares of stock of this corporation except to the extent said issuance causes the issued and outstanding stock of this corporation at the time of said issuance to exceed 4,000 shares.

Upon the effective date of said amendment to Article Three of the Articles of Incorporation, immediately and automatically each share of common stock with $100.00 par value per share then outstanding shall be known as a share of Class A Common Stock with $50.00 par value per share and thereafter the officers shall execute and exchange stock certificates evidencing one share of Class A Common Stock with $50.00 par value per share for each share of common stock with $100.00 par value per share then outstanding.

STATEMENT OP REDUCTION OP STATED CAPITAL

OF

CASS COUNTY PUBLISHING COMPANY

The undersigned, Cass County Publishing Company, a Missouri corporation (herein the “Company” or the “Corporation”), for the purpose of reducing the stated capital of the Company, in accordance with The General and Business Corporation Law of Missouri, does hereby make and execute this Statement of Stated Capital:

FIRST. The name of the Company is Cass County Publishing Company.

SECOND. The following resolutions, adopting an Amendment to Article THREE of the Company’s Articles of Incorporation, and setting forth the reduction of the stated capital of the Company, and the manner for effecting the same concurrently with the effectiveness of said Amendment to the Company’s Articles of Incorporation were unanimously adopted by the stockholders of the Company, to-wit:

BE IT RESOLVED, that whereas the Board of Directors of the Company has adopted a resolution declaring the advisability of the adoption by the stockholders of the following Amendment to the Articles of Incorporation of the Company in lieu of the existing Article Three and whereas the stockholders have duly considered the proposed Amendment and have determined it to be in the best interests of the Company that the same be adopted, now, therefore, the stockholders of the Company hereby adopt the following Amendment to the Articles of Incorporation of the Company as a substitute for the existing Article Three, to-wit:

ARTICLE THREE

The aggregate number and classes of shares of capital stock which the Corporation shall have authority to issue shall be:

Class	Par Value		Number of Shares
Class A Common	$	50.00	2,000
Class B Common	$	50.00	2,000

The Class A Common Stock and Class B Common Stock shall be identical in all respects, except that the holders of Class B Common Stock shall have no voting power for any purpose whatsoever and the holders of Class A Common Stock shall, to the exclusion of the holders of Class B Common Stock, have full voting power for all purposes.

No holder of capital stock of this corporation shall be entitled as a matter of right to subscribe for, purchase, or receive any part of any new or additional issue of stock including treasury stock of any class, whether now or hereafter authorized, or of any bonds, notes, debentures, other securities or stock convertible into stock of any class, and all such additional shares of stock, bonds, notes, debentures, other securities or stock convertible into stock may be issued and disposed of by the Board of Directors to such person or persons on

such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided, however, that any holder of Stock of this Corporation, whether or not a holder of any of the stock of this Corporation currently authorized above, shall have the pre-emptive rights, if any, authorized under Missouri law with respect to any stock of this Corporation authorized and issued in excess of the above authorized 4,000 shares of stock. For the purposes of this Article Three, any issuance of Stock of this Corporation, including but not limited to treasury stock, shall be deemed to be out of the 4,000 currently authorized shares of stock of this Corporation except to the extent said issuance causes the issued and outstanding stock of this corporation at the time of said issuance to exceed 4,000 shares.

Upon the effective date of said amendment to Article Three of the Articles of Incorporation, immediately and automatically each share of common stock with $100.00 par value per share then outstanding shall be known as a share of Class A Common Stock with $50.00 par value per share and thereafter the officers shall execute and exchange stock certificates evidencing one share of Class A Common Stock with $50.00 par value per share for each share of common stock with $100.00 par value per share then outstanding.

and the officers and Directors of the Company are hereby authorized and directed to take such actions as they deem necessary or appropriate in order to complete the process of so amending the Articles of Incorporation, including, without limitation by filing such documents and recording the same in such offices as are necessary or appropriate under Missouri law.

BE IT FURTHER RESOLVED, that whereas the Board of Directors of the Company has determined it to be advisable for the Company to reduce its stated capital immediately following the effectiveness of the aforesaid Amendment to the Company’s Articles of Incorporation, and whereas the stockholders hereby make the same determination, now therefore the Company’s stated capital is reduced, effective concurrently with the effective date of the aforesaid Amendment, by transferring from the Company’s stated capital to the Company’s paid-in surplus $50.00 for each of the Company’s 1,000 shares of common stock which were issued immediately prior to the effectiveness of said Amendment, which constitutes a reduction of stated capital of $50,000.00 so that the stated capital of the Company shall be reduced from $100,000.00 to $50,000.00 and the paid in surplus of the Company shall be increased from $0.00 to $50,000.00; provided that upon the effectiveness of this reduction of stated capital said reduction shall be effected by each share of common stock with $100.00 par value per share then outstanding becoming known as a share of Class A Common Stock with $50.00 par value per share; provided further that the officers and Directors of the company are hereby authorized and directed to take such steps as they deem necessary or appropriate in order to complete the process of so reducing the Company’s stated capital, including, without limitation by filing such documents and recording the same in such offices as are necessary or appropriate under Missouri law.

THIRD. The number of shares of stock of the Company outstanding and entitled to vote on the reduction of stated capital was 1,000 shares of common stock with $100.00 par value per share.

-2-

FOURTH. The foregoing reduction of stated capital was, in accordance with the provisions of The General and Business Corporation Law of Missouri, adopted by written consent signed by all of the stockholders of the Company entitled to vote thereon, such consent having the same force and effect as a unanimous vote of the stockholders thereon at a meeting duly held. Consequently, the number of shares voted for the foregoing reduction of stated capital was 1,000 and the number of shares voted against such reduction was none.

IN WITNESS WHEREOF, the undersigned, Jack D. Burton, Executive Vice President of Case county Publishing Company, has executed this instrument and its Secretary, Jack D. Burton, has affixed its corporate seal hereto and attested said seal on the day of November, 1992.

(SEAL)

	CASS COUNTY PUBLISHING COMPANY, INC.
ATTEST:
/s/ Jack D. Burton	By	/s/ Jack D. Burton
Jack D. Burton, Secretary		Jack D. Burton,
		Executive Vice-President

State of KANSAS	)
	)	ss
County of JOHNSON	)

I, Carlene Bauer, a Notary Public, do hereby certify that on this 3 day of November, 1992, personally appeared before me Jack D. Burton who, being by me first duly sworn, declared that he is the Executive Vice President and Secretary of Cass County Publishing Company and that he signed the foregoing document as Executive Vice President and Secretary of the corporation, and that the statements therein contained are true.

(SEAL)

/s/ Carlene Bauer

Notary Public

My commission expires:

June 2, 1996

-3-

AFFIDAVIT OF RECORDING OF ARTICLES OF

INCORPORATION

STATE OF MISSOURI	)
	)	ss.
OF	)

FILING FEE DUE $4.50

We, the undersigned being all the directors of CASS COUNTY PUBLISHING COMPANY a corporation formed under the laws of Missouri as shown by Certificate No. 114968 issued on the 17^th day of December, 1964, by the Secretary of State do upon our oath state that the Articles of Incorporation to which was attached a certified copy of the Certificate, was filed for record in the office of the Recorder of Deeds in             , County* of             , on the 21^st day of December, 1964.

/s/ J.W. Brown, Jr.

/s/ [signature illegible]

/s/ Hal Martin

(To be executed by ALL the directors provided

for in the Articles of Incorporation)

Subscribed and sworn to before me this 29^th day of December A.D. 1964. My commission expires April 10, 1965.

(SEAL)

/s/ [signature illegible]

Notary Public

* If in St. Louis omit reference to county.

EX-3.1.8

Exhibit 3.1.8

ARTICLES OF AMENDMENT

Pursuant to the provisions of the Georgia Business Corporation Code, the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following statement:

1. The name of the corporation is: The R.W. Page Corporation.

2. The text of each amendment is “RESOLVED, that the Certificate of Incorporation of the Corporation be amended to change the name of the Corporation to Columbus Ledger-Enquirer, Inc.”

3. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, the provisions for implementing the amendment, if not set forth in the amendment are: NA.

4. The date of adoption of each amendment is: April 16, 2004.

5. If the amendment was approved by the shareholders, make a statement to that effect and that approval, make a statement to that effect, and that shareholder approval was not required.

6. If the amendment was approved by the shareholders, make a statement to that effect and that approval was obtained in accordance with the provisions of Code Section 14-2-1003. The amendment was approved by the sole shareholder of the Corporation in accordance with the provisions of Section 14-2-1003.

7. Any other provisions permitted or required by Georgia law are: NA.

8. (The following certification must be included upon a change of name only.) The corporation certifies that the request for publication of a notice of intent to file articles of amendment to change the name of the corporation will be made as required by Section 14-2-1008.1(b).

Date: April 19, 2004	The R.W. Page Corporation
	By:	/s/ Adrienne Lilly
		Adrienne Lilly, Assistant Secretary

THE R. W. PAGE CORPORATION

RESTATED ARTICLES OF INCORPORATION

I. Text of the Restated Articled:

1. The name of this corporation is THE R. W. PAGE CORPORATION.

2. The duration of the corporation shall be perpetual.

3. The purposes for which the corporation is organized are:

a. Publishing daily newspapers, magazines, periodicals, books and other publications;

b. Carrying on the business of advertising;

c. Holding, renting, leasing, and buying and selling real estate;

d. Erecting, owning, maintaining and operating radio and television broadcasting stations;

e. Conducting such other kinds of business as are usually or may be conveniently carried on in connection with the foregoing purposes.

4. The aggregate number of shares of stock which the corporation shall have authority to issue is 300,000, of which 100,000 shares shall be Class “A” common stock having a par value of $5.00 per share and 200,000 shall be Class “IP common stock having a par value of $5.00 per share.

5. The preferences, limitations and relative rights of the two classes of stock shall be as follows:

a. Class “A” common stock shall be entitled to one vote per share in all affairs of the corporation; Class “B” common stock shall have no voting rights except as required by law, and shall have no voice or participation in the affairs of the corporation.

b. In all other respects Class “A” and Class “B” common stock shall be equivalent to each other, including but not limited to rights to receive dividends and rights in liquidation or redemption.

c. Upon the vote of a majority of the holders of Class “A” common stock at any regular or special meeting of the stockholders, all or any part of either class of stock may be redeemed or retired at a price to be determined by the vote of a majority of the holders of Class “A” common stock.

-2-

II. Amendments hereby adopted:

This restatement purports to restate all of the provisions of the Articles of Incorporation heretofore in effect with the following amendments:

1. The decrease of the par value of Class “B” common stock from $100.00 per share to $5.00 per share.

2. Changes in the relative rights of Class “A” and Class “B” common stock.

III. Authorization by Stockholders.

This restatement was recommended to the shareholders by the Board of Directors of the corporation at its meeting held December 2, 1972, and was authorized by the shareholders of the corporation at their regular annual meeting duly held on December 2, 1972. Notice of the call of the meeting and the proposal to restate and amend the Articles of Incorporation was waived in writing by each and every holder of Class “A” and Class “B” common stock. Holders of Class “A” common stock were entitled to vote thereon according to the existing Articles of Incorporation and holders of Class “B” common stock were entitled to vote thereon because of the reduction in the par value of Class “B” common stock. On said date 30,000 shares of Class “A” common stock were outstanding and entitled to vote and 54,000 shares of Class “B” common stock were outstanding and entitled to vote; holders of 15,001 shares of Class “A” common stock and of 27,001 shares of Class “B” common stock were required to vote affirmatively in order to adopt this restatement; and holders of 30,000 shares of Class “A” common stock and 54,000 shares of Class “B” common stock did so vote affirmatively.

IV. Supercession.

These restated Articles of Incorporation supercede the restated articles of incorporation heretofore adopted.

THE R. W. PAGE CORPORATION
By:	[signature illegible]
	President

Attest:	[signature illegible]
	Secretary
	(CORPORATE SEAL)

IN THE SUPERIOR COURT

FOR THE COUNTY OF MUSCOGEE

STATE OF GEORGIA

IN RE:	)	RESTATEMENT OF ARTICLES
	)
THE R. W. PAGE CORPORATION	)	OF INCORPORATION
	)

Petitioner, The R. W. Page Corporation, presents herewith to the Superior Court of Muscogee County, Georgia, being the county where its registered and principal office is located, its restated articles of incorporation and prays that the same be granted.

HATCHER, STUBBS, LAND, HOLLIS & ROTHSCHILD
By:	[signature illegible]
	Attorneys for Petitioner

P. O. Box 2707

Columbus, Georgia 31902

IN THE SUPERIOR COURT

FOR THE COUNTY OF MUSCOGEE

STATE OF GEORGIA

IN RE:	)	RESTATEMENT OF ARTICLES
	)
THE R. W. PAGE CORPORATION	)	OF INCORPORATION
	)

O R D E R

The foregoing petition read and considered.

Upon examination of the restated Articles of Incorporation presented herewith, the Court finds the same to be lawful and that the statement contained therein that the restatement merely restates all the provisions heretofore in effect except for the amendments therein set forth is correct. It is therefore,

CONSIDERED, ORDERED AND ADJUDGED that said restated Articles of Incorporation be and are hereby granted.

This 29th day of December , l972.

[signature illegible]

Judge, Superior Court, Muscogee County,

Georgia.

STATE OF GEORGIA	)
COUNTY OF MUSCOGEE	:
	)

In person appeared M. R. Ashworth who being duly sworn, deposes and says on oath that he is President of the Columbus Ledger, a daily newspaper of general circulation having its principal place of business in Muscogee County, Georgia.

Deponent further says on oath that THE R. W. PAGE CORPORATION has deposited with said newspaper $60.00, the full cost of publishing four insertions, once a week for four weeks, of the petition and order of the Judge thereon in the matter of the application of THE R. W. PAGE CORPORATION for restatement of Articles of Incorporation under the laws of Georgia

[signature illegible]

Sworn to and subscribed before me,

this 27th day of December, 1972.

Mary Lou Davis

Notary Public, Muscogee County, Georgia

My Commission Expires: Feb. 4, 1973

(Notary Seal)

STATE OF GEORGIA, MUSCOGEE COUNTY:

OFFICE OF THE CLERK OF THE SUPERIOR COURT:

I, Jno. W. Bloodworth, Clerk of the Superior Court of Muscogee County, Georgia, do hereby certify that the foregoing is a true and correct copy of Restatement of Articles of Incorporation of R.W. Page Corporation together with the order of the Judge of the Superior Court of Muscogee County, Georgia.

I further certify that petitioner his submitted to me along with said petition an affidavit signed by the duly authorized agent of the Ledger-Enquirer Company, Publisher of the Columbus Ledger, a newspaper having general circulation and whose principal place of business is in Muscogee County, Georgia, that there has been deposited with said newspaper the cost of publishing four insertions of notice of incorporation, once a week for four weeks.

I further certify that the petitioner has paid all costs of court in connection with said petition.

Witness my official signature and the seal of the court affixed, this 29th day of December, l972.

/s/ R. W. Page Bloodworth	, Clerk.
Superior Court Muscogee County, Georgia.

EX-3.1.9

Exhibit 3.1.9

CERTIFICATE OF INCORPORATION

OF

BELLEVILLE NEWS – DEMOCRAT, INC.

Under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

1. The name of the proposed corporation is:

BELLEVILLE NEWS – DEMOCRAT, INC.

2. The purpose or purposes for which this corporation is formed, are as follows: to wit:

(a) To publish, print and sell newspaper or newspapers, daily, semi-weekly, weekly or bi-weekly, magazines, and periodicals; to print and bind books of all kinds; to do job of general printing and lithographing of all kinds, and generally to do all things that those engaged in a similar business customarily do.

(b) To buy, sell, take subscriptions for, and generally deal in newspapers, magazines, periodicals, pamphlets of all kinds, and to do and perform such other things as are ordinarily performed by those carrying on the same business.

(c) To conduct the business of gathering news and news items and distributing the same by telegraph, telephone or otherwise to newspapers, magazines and periodicals and others who are willing to pay for said service; to make such rules and regulations for the performance of said service as may be reasonable; to take photographs and print and distribute the same for publication; to maintain a corps of competent reporters and do such other things as may be necessary to accomplish the above objects.

(d) To publish, print, bind, buy and sell and generally, as publishers and printers, deal in magazines, newspapers, pamphlets, leaflets and papers, and copyright the articles, stories and discussions appearing therein; to sell advertising space in said magazines and other publications; to engage generally in the business of printers and publishers.

(e) To conduct the business of distributing to householders and in office buildings and on the streets and at other places, circulars, catalogues, papers, magazines, newspapers, samples, advertising of any and every kind.

(f) To design, write, prepare, place, publish and display, in any and every manner, advertisements and publicity devices and innovations of all kinds for itself or for others; to print, publish and distribute newspapers, books, pamphlets, magazines, periodicals, handbills, pictures, cartoons, posters, display cards, to arrange for the placing of advertisements in publications of all kinds; to supervise the preparation and production of advertisements and publicity devices; to supervise the preparation of radio and television advertisements and publicity devices; to do a general advertising, press agency and publicity business in all its branches; and to make all contracts and do all things proper, incidental and conducive to the complete attainment of such purposes.

(g) To acquire, collect, preserve, arrange and supply to others and to furnish lists of persons, firms, associations and corporations engaged in particular lines of enterprise; to publish and distribute trade directories, reference books, market reports and letters, business reviews designed primarily for the use and assistance of persons engaged in commercial and financial pursuits.

(h) To buy, sell, export and import and generally deal in books, pamphlets, embrouchres, manuscripts of every name and nature; magazines and papers; musical compositions, paintings, photographs, etchings and other types of pictures.

(i) To print, bind, publish, circulate, distribute, buy, sell and deal in newspapers, magazines, books, pamphlets, circulars, posters, literature, music, pictures, advertisements. To acquire, by purchase or otherwise, turn to account, license the use of, assign and deal with, copyrights and intellectual properties of every kind. To carry on a general printing, engraving, lithographing, electrotyping and publishing business in all the branches thereof.

(j) To conduct a publishing business in all its phases, including, without limiting the generality of the foregoing, printing, bookbinding, designing, engraving, photo-engraving, lithographing, duplicating, offsetting, facsimile and image, color, line, word, shadow and other reproduction and dealing in paper and stationery, and editing preparing, designing, creating, publishing, printing, binding, buying, selling, copyrighting, licensing the use of, importing, exporting, franchising, marketing, syndicating, distributing, making, manufacturing and generally dealing in or with respect to, any and all kinds of written or oral matter (whether or not printed or reproduced), including, without limitation, books, magazines, pamphlets, publications, stories, articles, features, columns and other items of interest to men, women and children, and in any and all equipment, machinery, plants, facilities and properties (whether real, personal or mixed, improved or unimproved), and materials and supplies in connection with the foregoing; and to do anything necessary or convenient in furtherance thereof.

The corporation, in furtherance of its corporate purposes above set forth, shall have all of the powers enumerated in Section 202 of the Business Corporation Law, subject to any limitations provided in the Business Corporation Law or any other statute of the State of New York.

3. The office of the corporation is to be located in the City of New York, County of New York, State of New York.

4. The aggregate number of shares which the corporation shall have the authority to issue is two hundred (200) shares, no par value.

5. The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is:

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c/o Hall, Dickler and Howley, Esqs.

460 Park Avenue

New York, New York 10022

The undersigned incorporator is of the age of twenty-one years or over.

IN WITNESS WHEREOF, this certificate has been subscribed this 9^th day of May, 1972 by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

LEONARD A. WEISS	/s/ Leonard A. Weiss
100 State Street, Albany, New York 12207

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CERTIFICATE OF MERGER

OF

BELLEVILLE NEWS-DEMOCRAT, INC.

INTO

BELLEVILLE NEWS-DEMOCRAT, INC.

UNDER SECTION 904 OF THE

BUSINESS CORPORATION LAW

We, the undersigned ROBERT L. KERN and ELSIE A. KERN being respectively the President and Secretary of BELLEVILLE NEWS-DEMOCRAT, INC., a corporation organized under the laws of the State of Illinois, and THOMAS S. MURPHY and GERALD DICKLER being respectively the President and the Secretary of BELLEVILLE NEWS-DEMOCRAT, INC., a corporation organized under the laws of the State of New York do hereby certify:

1. The names of the constituent corporations are BELLEVILLE NEWS-DEMOCRAT, INC., a corporation organized under the laws of the State of Illinois, and BELLEVILLE NEWS-DEMOCRAT, INC., a corporation organized under the laws of the State of New York and the surviving corporation. Following the merger the name of the corporation shall be BELLEVILLE NEWS-DEMOCRAT, INC.

2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

NAME OF CORPORATION	DESIGNATION AND NO. OF SHARES IN EACH CLASS OR SERIES OUTSTANDING	CLASS OR SERIES OF SHARES ENTITLED  TO VOTE	SHARES ENTITLED TO VOTE AS A CLASS OR SERIES
BELLEVILLE NEWS-DEMOCRAT, INC. (ILLINOIS)	Common 800	—	—
BELLEVILLE NEWS-DEMOCRAT, INC. (NEW YORK)	Common 10	—	—

3. The Certificate of Incorporation of BELLEVILLE NEWS-DEMOCRAT, INC., the Surviving New York corporation, shall remain and be the Certificate of Incorporation of the corporation surviving the merger.

4. The date when the Certificate of Incorporation of each constituent corporation was filed is as follows:

NAME OF CORPORATION	STATE AND DATE OF INCORPORATION
BELLEVILLE NEWS-DEMOCRAT, INC.	ILLINOIS March 29, 1956
BELLEVILLE NEWS-DEMOCRAT, INC.	NEW YORK May 9, 1972

5. BELLEVILLE NEWS-DEMOCRAT, INC., the merging corporation, does not hold an Application for Authority to do business in the state of New York.

6. The merger was adopted by the unanimous written consent of the shareholders of each of the constituent corporations.

7. BELLEVILE NEWS-DEMOCRATE, INC., the merging corporation, has complied with the applicable provisions of the laws of the State of Illinois in which it is incorporated and this merger is permitted by such laws.

IN WITNESS WHEREOF, we have signed this certificate on the 7^th day of June, 1972 and we affirm the statements contained therein as true under penalties of perjury.

BELLEVILLE NEWS-DEMOCRAT, INC.

/s/ Robert L. Kern

Robert L. Kern, President

/s/ Elsie A. Kern

Elsie A. Kern, Secretary

BELLEVILLE NEWS-DEMOCRAT, INC.

/s/ Thomas S. Murphy

Thomas S. Murphy, President

/s/ Gerald Dickler

Gerald Dickler, Secretary

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CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

BELLEVILLE NEWS-DEMOCRAT, INC.

Under Section 805 of the Business Corporation Law.

We, the undersigned, being Vice President and Secretary in office, of Belleville News-Democrat, Inc., hereby certify:

1. The name of the corporation is Belleville News-Democrat, Inc.

2. The Certificate of Incorporation was filed by the Department of State on May 9, 1972.

3. The Certificate of Incorporation is amended as authorized by Section 801 of the Business Corporation Law to change the name of the corporation.

4. Paragraph “1” of the Certificate of Incorporation is amended to read as follows:

“1. The name of the corporation shall be ‘Capital Cities Media, Inc.’.”

5. The above amendment to the Certificate of Incorporation was authorized by vote of the holder of all of the outstanding shares entitled to vote thereon at a meeting of shareholders.

IN WITNESS WHEREOF, we have executed this Certificate and affirmed the truth therein set forth under penalty of perjury this 3^rd day of March, 1976.

/s/ William Kopta

William Kopta

Vice President

/s/ Gerald Dickler

Gerald Dickler

Secretary

The undersigned, Secretary of Capital Cities Communications, Inc., does hereby certify that the following is a true and complete copy of a resolution adopted at a meeting of the Executive Committee of the Board of Directors of said corporation, whose members constitute a majority of the Board of Directors, which meeting was duly held on February 23, 1976 and that the resolution has not been rescinded or modified and is now in full force and effect:

WHEREAS, the wholly-owned subsidiary of this corporation, Belleville News-Democrat, Inc., has proposed to change its name to Capital Cities Media, Inc. in the State of New York; and

WHEREAS, the Secretary of State of New York has requested the expression of opinion of this corporation concerning the similarity of the proposed name to that of this corporation,

NOW, THEREFORE, it is hereby

RESOLVED, that in the opinion of this Executive Committee, the above-mentioned proposed name “Capital Cities Media, Inc.” does not so nearly resemble that of this corporation as to tend to confuse or deceive within the meaning of Section 301 of the Business corporation Law of the State of New York, and it consents to the use of such name.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of this corporation of this 3^rd day of March, 1976.

/s/ Gerald Dickler,

Gerald Dickler, Secretary

CERTIFICATE OF MERGER OF

FAIRCHILD PUBLICATIONS, INC.

AND CITIZEN JOURNAL, INC.

INTO CAPITAL CITIES MEDIA, INC.

Under Section 904 of the Business Corporation Law

We, the undersigned, being respectively, the President and Secretary of Capital Cities Media, Inc., Fairchild Publications, Inc. and Citizen Journal, Inc., certify:

1. The Plan and Agreement of Merger was adopted by the Board of Directors of each constituent corporation.

2. The name of each constituent corporation is as follows: Capital Cities Media, Inc., a New York corporation, Fairchild Publications, Inc., a New York corporation and Citizen Journal, Inc., a Texas corporation.

The name of the surviving corporation is Capital Cities Media, Inc.

3. The designation and number of shares outstanding of each class and series of stock, all of which are entitled to vote, of each constituent corporation are as follows:

Name of Corporation	Designation of Class or Series	No. of Shares Outstanding	Entitled to Vote as a Class
Capital Cities Media, Inc.	Common	10	10
Fairchild Publications, Inc.	Common	1,000	1,000
Citizen Journal, Inc.	Common	77,175	77,175

4. The Certificate of Incorporation of Capital Cities Media, Inc., the surviving corporation, shall remain the Certificate of Incorporation of the surviving corporation.

5. The Certificate of Incorporation of Fairchild Publications, Inc. was filed by the Department of State of New York on May 16, 1968. The Certificate of Incorporation of Capital Cities Media, Inc. was filed by the Department of State of New York on May 9, 1972 under the name Belleville News-Democrat, Inc. Citizen Journal, Inc. was incorporated as a Texas corporation on May 26, 1959 under the name of The Arlington Journal and has not filed an application for authority to do business in the State of New York. This merger is permitted by the laws of the State of Texas and is in compliance therewith.

6. The merger was authorized by the vote of all of the members of the Board of Directors of each constituent corporation and by the written consent of the holder of all of the issued and outstanding shares of the stock entitled to vote of each constituent corporation.

7. The merger shall be effective on the 31^st day of May 1976.

IN WITNESS WHEREOF, we hereunto sign our names and affirm that the statements herein are true under penalty of perjury, this 28^th day of April, 1976.

/s/ Daniel B. Burke

Daniel B. Burke, President

Capital Cities Media, Inc.

/s/ Gerald Dickler

Gerald Dickler, Secretary

Capital Cities Media, Inc.

/s/ John B. Sias

John B. Sias, President

Fairchild Publications, Inc.

/s/ Ann L. Regan

Anne L. Regan, Secretary

Fairchild Publications, Inc.

/s/ Thomas S. Murphy

Thomas S. Murphy, President

Citizen Journal, Inc.

/s/ Gerald Dickler

Gerald Dickler, Secretary

Citizen Journal, Inc.

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF CAPITAL CITIES MEDIA, INC.

(Under Section 805 of the Business Corporation Law)

We the undersigned, the President and Secretary, respectively, of CAPITAL CITIES MEDIA, INC., do hereby certify as follows:

1. The name of the corporation is CAPITAL CITIES MEDIA, INC.

2. The Certificate of Incorporation was filed by the Department of State on May 9, 1972, under the name Belleville News-Democrat, Inc., which was changed to CAPITAL CITIES MEDIA, INC., by Certificate of Amendment filed March 30, 1976.

3. The Certificate of Incorporation is amended as authorized by Section 801 of the Business Corporation Law to effect the following amendment:

To change and increase the total number of shares which the corporation is to be authorized to issue, and to establish the number and the par value of each class and the designations, relative rights, preferences and limitation of the classes of shares.

4. To accomplish the foregoing amendment, Paragraph 4, of the Certificate of Incorporation, which contains the statements with respect to the authorized shares is hereby deleted in its entirety and the following new Paragraph is substituted in lieu thereof:

“4(a) The total number of shares which the corporation is to be authorized to issue is One Thousand Three Hundred (1,300) consisting of Three Hundred (300) preferred shares of the par value of $1 each and shall be designated “Preferred Stock” and One Thousand (1,000) common shares of the par value of $0.01 each and shall be designated “Common Stock”.

“(b) The designation, relative rights, preferences and limitations of shares of each class shall be as follows:

“(I) Voting Rights. The holder of shares of Preferred Stock and the holders of shares of Common Stock shall be entitled to vote in the election of directors and in respect to all other matters at all meetings of shareholders of the corporation and shall be entitled to one vote for each share of stock entitled to vote at such meetings, voting together and not as separate classes.

“(II) Dividends. The holders of Preferred Stock shall be entitled to receive out of the assets available for the payment of dividends pursuant to the laws of the State of New York, when and as declared by the board of directors of the corporation, noncumulative cash dividends at the rate of $6,000 per share of Preferred Stock per annum, and no more, payable annually on such date as may be determined by the board of directors, before any dividend shall be set apart or paid upon the shares of Common Stock for such year, and the remainder of the assets available therefor, may then be used for the payment of dividends to the holders of the shares of Common Stock only when and as the board of directors shall determine.

“(III) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of the shares of Preferred Stock shall be entitled to receive from the assets of the corporation the sum of $100,000 per share before the payment or declaration and setting apart for payment any amount for, or the distribution of, any of the assets of the corporation to, the holders of the shares of Common Stock; and after the payment of the sum of $100,000 per share to the holders of each share of Preferred Stock, the balance of the assets of the corporation shall be distributed wholly among the holders of the shares of Common Stock ratably in proportion to the number of shares of Common Stock held by them.”

5. The number of shares of Common stock issued and outstanding is ten (10) at no par value. The said 10 issued shares of Common Stock shall be changed into Two Hundred Fifty (25)) shares of Common Stock at a par value of $0.01 per share. Each share of no par value Common Stock shall be changed into Common Stock at the rate of twenty-five (25) shares of $0.01 Common Stock for each share of presently issued and outstanding no par Common Stock. The remaining One Hundred Ninety (190) shares no par value Common Stock presently authorized, but unissued shall be changed into Seven Hundred Fifty (750) shares of Common Stock at a par value of $0.01 per share to be reserved for issuance from time to time by the board of directors of the corporation.

6. The foregoing amendment of the Certificate of Incorporation does not reduce the stated capital of the corporation.

7. The foregoing amendment of the Certificate of Incorporation was authorized by the consent of the holders of all of the issued and outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, the undersigned have hereunto signed the Certificate this 11^th day of May, 1977, and affirm that the statements made hereon are true under penalty of perjury.

/s/ Daniel B. Burke

DANIEL B. BURKE, President

GERALD DICKLER, Secretary

[Corporate Seal]

-2-

CERTIFICATE OF MERGER OF

FLAMBEAU PAPER COMPANY

INTO CAPITAL CITIES MEDIA, INC.

Under Section 904 of the Business Corporation Law

We, the undersigned, being respectively, the President and Secretary of CAPITAL CITIES MEDIA, INC., and FLAMBEAU PAPER COMPANY certify:

1. The Plan and Agreement of Merger was adopted by the Board of Directors of each constituent corporation.

2. The name of each constituent corporation is as follows: Capital Cities Media, Inc., a New York corporation and Flambeau Paper Company, a Wisconsin corporation.

The name of the surviving corporation is Capital Cities Media, Inc.

3. The designation and number of shares outstanding of each class and series of stock, all of which are entitled to vote of each constituent corporation, are as follows:

Name of Corporation	Designation of Class or Series	No. of Shares Outstanding	Entitled to Vote as a Class
Capital Cities Media, Inc.	Common	250	250
Flambeau Paper Company	Common	15,000	15,000

/s/ Daniel B. Burke

/s/

/s/

/s/

CERTIFICATE OF MERGER OF

THE KANSAS CITY STAR BUILDING & INVESTMENT COMPANY

AND CAPITAL CITIES MEDIA, INC.

INTO CAPITAL CITIES MEDIA, INC.

Under Section 904 of the Business Corporation Law

WE, the undersigned, being respectively, the President and Secretary of CAPITAL CITIES MEDIA, INC., and THE KANSAS CITY STAR BUILDING & INVESTMENT COMPANY, certify:

1. The Plan and Agreement of Merger was adopted by the Board of Directors of each constituent corporation.

2. The name of each constituent corporation is as follows: Capital Cities Media, Inc., a New York corporation, and The Kansas City Star Building & Investment Company, a Missouri corporation.

The name of the surviving corporation is Capital Cities Media, Inc.

3. The designation and number of shares outstanding of each class and series of stock, all of which are entitled to vote, of each constituent corporation are as follows:

Name of Corporation	Designation of Class or Series	No. of Shares Outstanding	Entitled to Vote as a Class
Capital Cities Media, Inc.	Common Preferred	250 226	250 226
The Kansas City Star Building & Investment Company	Common	300	300

4. The Certificate of Incorporation of Capital Cities Media, Inc., the surviving corporation, shall remain the Certificate of Incorporation of the surviving corporation.

5. The Certificate of Incorporation of Capital Cities Media, Inc. was filed by the Department of State of New York on May 9, 1972, under the name Belleville News-Democrat, Inc. The Kansas City Star Building & Investment Company was incorporated as a Missouri corporation on July 19, 1929, and ahs not filed an application for authority to do business in the State of New York. This merger is permitted by the laws of the State of Missouri and is in compliance therewith.

6. The merger was authorized by the vote of all of the members of the Board of Directors of each constituent corporation and by the written consent of the holder of all of the issued and outstanding shares of the stock entitled to vote of each constituent corporation.

7. The merger shall become effective on the 31^st day of December, 1977.

IN WITNESS WEHREOF, we hereunto sign our names and affirm that the statements herein are true under penalty of perjury, this 23rd day of December, 1977.

CAPITAL CITIES MEDIA, INC.
By	/s/ Daniel B. Burke
	Daniel B. Burke, President
By	/s/ Gerald Dickler
	Gerald Dickler, Secretary
THE KANSAS CITY STAR BUILDING & INVESTMENT COMPANY
By	/s/ Daniel B. Burke
	Daniel B. Burke, President
By	/s/ Gerald Dickler
	Gerald Dickler, Secretary

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CERTIFICATE OF MERGER

OF

WILKES-BARRE PUBLISHING COMPANY

INTO

CAPITAL CITIES MEDIA, INC.

Under Section 905 of the Business Corporation Law

We, the undersigned, being respectively the President and Secretary of Capital Cities Media, Inc., hereby certify:

1. The name of the subsidiary corporation to be merged is Wilkes-Barre Publishing Company. The name of the surviving corporation is Capital Cities Media, Inc.

2. Wilkes-Barre Publishing Company is authorized to issue Fifty Thousand (50,000) shares of common stock, no par value, all of which are issued and outstanding and owned by Capital Cities Media, Inc., the surviving corporation, and is authorized to issue Nine Thousand, Seven Hundred and Seventy-Seven (9,777) shares of preferred, non cumulative, non-voting stock, with a par value of One Hundred Dollars ($100.00) per share, of which Nine Thousand, Seven Hundred and Sixty-Two (9,762) shares are issued and outstanding and owned by Capital Cities Media, Inc., the surviving corporation.

3. The Certificate of Incorporation of Capital Cities Media, Inc., the surviving corporation, was filed by the Department of State on May 9, 1972, under the name Belleville News-Democrat, Inc. Wilkes-Barre Publishing Company, a Pennsylvania corporation, was incorporated on April 20, 1939. No application for authority to do business in New York State has been filed by it. The laws of the Commonwealth of Pennsylvania permit a merger such as herein effected.

4. Capital Cities Media, Inc., the surviving corporation, owns all of the outstanding shares of Wilkes-Barre Publishing company, the corporation to be merged into Capital Cities Media, Inc.

5. The merger shall be effective on the 31^st day of July, 1980.

6. A Plan of Merger was adopted by the Board of Directors of the surviving corporation.

IN WITNESS WHEREOF, this Certificate has been signed on the 24^th day of July, 1980 and the statements contained therein are affirmed as true under penalty of perjury.

CAPITAL CITIES MEDIA, INC.
By	/s/ Daniel B. Burke
	Daniel B. Burke, President
By	/s/ Gerald Dickler
	Gerald Dickler, Secretary

-2-

CERTIFICATE OF MERGER

OF

SHORE LINE NEWSPAPERS, INC.

INTO

CAPITAL CITIES MEDIA, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

We, the undersigned, Daniel B. Burke and Ronald J. Doerfler, being respectively President and Assistant Secretary of Capital Cities Media, Inc., and Ronald J. Doerfler and Ellen Wasserman, being respectively Vice-President and Assistant Secretary of Shore Line Newspapers, Inc., hereby certify:

1.(a) The name of each constituent corporation is as follows: Capital Cities Media, Inc., originally formed under the name of Belleville News – Democrat, Inc., and Shore Line Newspapers, Inc., originally formed under the name of Capital Cities of Connecticut, Inc.

    (b) The name of the surviving corporation is Capital Cities Media, Inc.

2. As to each constituent corporation, the designation and number of outstanding shares of each class and series, and the voting rights thereof, are as follows:

Name of Corporation	Designation of Class or Series	No. of Shares Outstanding and Entitled to Vote	Entitled to Vote as a Class or Series
Capital Cities Media, Inc.	Common Preferred	250 226	—   —
Shore Line Newspapers, Inc.	Common	10	10

3. The Certificate of Incorporation of Capital Cities Media, Inc., as heretofore amended and as in effect on the date of the merger, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving the merger.

4. The Certificate of Incorporation of Capital Cities Media, Inc. was filed in the Office of the Secretary of State of New York on May 9, 1972; and the Certificate of Incorporation of Shore Line Newspapers, Inc. was filed in the Office of the Secretary of State of Delaware on July 24, 1980. Shore Line Newspapers, Inc. has not filed an application for authority to do business in the State of New York.

5. The merger was adopted by each constituent corporation in the following manner:

(a) As to Capital Cities Media, Inc., by the unanimous written consent of the Board of Directors and of the shareholders.

(b) Shore Line Newspapers, Inc. has complied with the applicable provisions of the laws of the State of Delaware, in which it is incorporated, and this merger is permitted by such laws. The manner in which the merger was authorized with respect to said corporation was by unanimous written consent of the Board of Directors and of the shareholders.

6. The merger shall be effective in New York on the date this certificate is filed with the Secretary of State of New York.

IN WITNESS WHEREOF, we have signed this certificate on the 2 day of April, 1982 and we affirm the statements contained therein as true under penalties of perjury.

CAPITAL CITIES MEDIA, INC.

/s/ Daniel B. Burke

Daniel B. Burke, President

/s/ Ronald J. Doerfler

Ronald J. Doerfler, Assistant Secretary

SHORE LINE NEWSPAPERS, INC.

/s/ Ronald J. Doerfler

Ronald J. Doerfler, Vice President

/s/ Ellen Wasserman

Ellen Wasserman, Assistant Secretary

-2-

CERTIFICATE OF CHANGE

OF

CAPITAL CITIES MEDIA, INC.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

WE, THE UNDERSIGNED, Griffith W. Foxley and Philip R. Farnsworth, being respectively a Vice President and the Secretary of Capital cities Media, Inc. hereby certify:

1. The name of the corporation is Capital Cities Media, Inc. It was incorporated under the name Belleville News – Democrat, Inc.

2. The Certificate of Incorporation of said Corporation was filed by the Department of State on May 9, 1972.

3. The following was authorized by the Board of Directors:

To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation, which may be served on him from c/o Mail, Dickler and Howley, 460 Park Avenue, New York, New York 10022 to c/o CI Corporation System, 1633 Broadway, New York, N.Y. 10019.

To designate CT Corporation system, 1633 Broadway, New York, N.Y. 10019 as its registered agent in New York upon whom all process against the corporation may be served.

IN WITNESS WHEREOF, we have signed this certificate on the 22^nd day of July, 1988 and we affirm the Statements contained therein as true under penalties of perjury.

CAPITAL CITIES MEDIA, INC.
By	/s/ Griffith W. Foxley
	Griffith W. Foxley, Vice President
By	/s/ Philip R. Farnsworth
	Philip R. Farnsworth, Secretary

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

CAPITAL CITIES MEDIA, INC.

Under Section 805 of the Business Corporation Law

WE, THE UNDERSIGNED, Griffith W. Foxley and Philip R. Farnsworth, being the Vice President and the Secretary of Capital Cities Media, Inc. (the “Corporation”), hereby certify:

1. The name of the Corporation is Capital Cities Media, Inc.

1(b) The name it was incorporated under was Belleville News-Democrat, Inc.

2. The Certificate of Incorporation of said Corporation was filed by the Department of State on the 9th day of May, 1972.

3.(a) The certificate of Incorporation is amended to change the name of the Corporation.

(b) To effect the foregoing, Paragraph FIRST relating to the name of the Corporation is amended to read as follows:

“The name of the corporation is ABC Media, Inc.”

4. The amendment was authorized by a unanimous written consent of the Board of Directors of the Corporation, followed by a unanimous written consent of all of the shareholders of the Corporation in accordance with Sections 708 and 615 of the Business Corporation Law.

IN WITNESS WHEREOF, we have signed this Certificate on the 29^th day of August, 1996 and we affirm the statements contained therein are true and under penalties of perjury.

/s/ Griffith W. Foxley

Griffith W. Foxley

Vice President

/s/ Philip R. Farnsworth

Philip R. Farnsworth

Secretary

-2-

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ABC MEDIA, INC.

(Under Section 805 of the Business Corporation Law)

We, the undersigned, the Vice President and Assistant Secretary, respectively, of ABC Media, Inc., do hereby certify as follows:

1. The name of the corporation is ABC Media, Inc. The name under which the corporation was formed is Belleville News-Democrat, Inc.

2. The Certificate of Incorporation was filed by the Department of State on May 9, 1972.

3. The Certificate of Incorporation is amended as authorized by Section 801 of the Business Corporation Law to affect the following amendment: to increase the total number of shares which the corporation is authorized to issued from 1,000 shares common at $0.01 par value each to 5,000 shares common at $0.01 par value each, and to establish the number and par value of each class and the designations, relative rights, preferences and limitation of the classes of shares.

4. To accomplish the foregoing amendment, Paragraph 4 of the Certificate of Incorporation, which contains the statements with respect to the authorized shares is hereby deleted in its entirety and the following new Paragraph is substituted in lieu thereof.

“4(a) The total number of shares which the corporation is authorized to issue is Five Thousand Three Hundred (5,300) shares consisting of Three Hundred (300) preferred shares of the par value of $1 each and shall be designated “Preferred Stock” and Five Thousand (5,000) common shares of the par value of $0.01 each and shall be designated “Common Stock”.

(b) The designations, relative right, preferences and limitations of shares of each class shall be as follows:

(I) Voting Rights. The holders of Preferred Stock and the holders of shares of Common Stock shall be entitled to vote in the election of directors and in respect to all other matters at all meetings of shareholders of the corporation and shall be entitled to one vote for each share of stock entitled to vote at such meetings, voting together and not as separate classes.

(II) Dividends. The holders of Preferred Stock shall be entitled to receive out of the assets available for the payment of dividends pursuant to the laws of the State of New York, when and as declared by the board of directors of the corporation, noncumulative cash dividends at the rate of $6,000 per share of Preferred Stock per

annum, and no more, payable annually on such date as may be determined by the board of directors, before any dividend shall be set apart or paid upon the shares of Common Stock for such year, and the remainder of the assets available therefor, may then be used for the payment of dividends to the holders of the shares of Common Stock only when and as the board of directors shall determine.

(III) Liquidation. In the event of any voluntary of involuntary liquidation, dissolution or winding up of the corporation, the holders of the shares of Preferred Stock shall be entitled to receive from the assets of the corporation the sum of $100,000 per share before the payment or declaration and setting apart for payment of any amount for, or the distribution of any of the assets of the corporation to, the holders of the shares of Common Stock; and after the payment of the sum of $100,000 per share to the holders of each share of Preferred Stock, the balance of the assets of the corporation shall be distributed wholly among the holders of shares of Common Stock ratably in proportion to the number of shares of Common Stock held by each of them.

5. The foregoing amendment of the Certificate of Incorporation was authorized in the following manner: By the unanimous written consent of the board of directors, followed by the unanimous written consent of the board of directors, followed by the unanimous written consent of the holder of all of the issued and outstanding shares entitled to vote thereof.

IN WITNESS WHEREOF, we have signed this certificate on the 14th day of February, 1997, and we affirm that the statements contained there as true under penalties of perjury.

/s/ Griffith W. Foxley

Griffith W. Foxley, Vice President

/s/ Franco Garcia

Franco Garcia, Assistant Secretary

-2-

CERTIFICATE OF MERGER

OF

TV CONNECTION, INC.

INTO

ABC MEDIA, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

We the undersigned, Griffith W. Foxley and Franco Garcia, being respectively the vice president and the assistant secretary of each of ABC Media, Inc. and TV Connection, Inc., hereby certify:

1.(a) The name of each of the constituent corporations is as follows:

ABC Media, Inc.

TV Connection, Inc.

(b) The name of the surviving corporation is ABC Media, Inc.

2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights there are as follows:

Name of Corporation	Designation and Number of Shares in Each Class or Series Outstanding	Class or Series of Shares Entitled to Vote	Shares entitled to vote as a class or series
ABC Media, Inc.	250 shares Common	Common	none
	226 Shares Preferred	Preferred	none
TV Connection, Inc.	1,000 shares Common	Common	none

3. The certificate of incorporation of ABC Media, Inc., a New York corporation, shall continue in full force and effect as the certificate of incorporation of the surviving corporation.

4. The certificate of incorporation of ABC Media, Inc. (under its original name, “Belleville News-Democrat, Inc.”) was filed by the Department of State of New York on May 9, 1972.

The certificate of incorporation of TV Connection, Inc. (under its original name, “Cable Connection, Inc.”) was filed by the Secretary of State of Delaware on October 27, 1987, and it has not filed an Application for Authority in New York.

5. The merger was adopted by each constituent corporation in the following manner:

(a) As to ABC Media, Inc., by the unanimous written consent of its board of directors and its shareholders.

(b) TV Connection, Inc. has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated and this merger is permitted by such laws. The manner in which the merger was authorized with respect to said corporation was by unanimous written consent of its board of directors and its sole shareholder.

6. The merger shall become effective upon the filing of this Certificate of Merger by the Secretary of State of New York.

IN WITNESS WHEREOF, we have signed this certificate on the 18th day of February, 1997 and we affirm the statements contained therein as true under penalties of perjury,

ABC MEDIA, INC.		TV CONNECTION, INC.
By:	/s/ Griffith W. Foxley	By:	/s/ Griffith W. Foxley
	Griffith W. Foxley		Griffith W. Foxley
	Vice President		Vice President
By:	/s/ Franco Garcia	By:	/s/ Franco Garcia
	Franco Garcia		Franco Garcia
	Assistant Secretary		Assistant Secretary

-2-

CERTIFICATE OF MERGER

OF

THE KANSAS CITY STAR COMPANY

INTO

ABC MEDIA, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

We, the undersigned, Griffith W. Foxley and Franco Garcia, being respectively the vice present and the assistant secretary of each of ABC Media, Inc. and The Kansas City Star Company, hereby certify:

1.(a) The name of each of the constituent corporations is as follows:

ABC Media, Inc.

The Kansas City Star Company

(b) The name of the surviving corporation is ABC Media, Inc.

2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

Name of Corporation	Designation and Number of Shares in Each Class or Series Outstanding	Class or Series of Shares Entitled to Vote	Shares entitled to vote as a class or series
ABC Media, Inc.	250 shares Common	Common	none
	226 Shares Preferred	Preferred	none
The Kansas City Star Company	895,821.56 shares Common	Common	none

3. The certificate of incorporation of ABC Media, Inc., a New York corporation, shall continue in full force and effect as the certificate of incorporation of the surviving corporation.

4. The certificate of incorporation of ABC Media, Inc. (under its original name, “Belleville News-Democrat, Inc.”) was filed by the Department of State of New York on May 9, 1972.

The certificate of incorporation of the Kansas City Star Company was filed by the Secretary of State of Missouri on July 28, 1926, and it has not filed an Application for Authority in New York.

5. The merger was adopted by each constituent corporation in the following manner:

(a) As to ABC Media, Inc., by the unanimous written consent of its board of directors and its shareholders.

(b) The Kansas City Star Company has complied with the applicable provisions of the laws of the State of Missouri in which it is incorporated and this merger is permitted by such laws. The manner in which the merger was authorized with respect to said corporation was by unanimous written consent of its board of directors and its sole shareholder.

6. The merger shall become effective upon the filing of this Certificate of Merger by the Secretary of State of New York.

IN WITNESS WHEREOF, we have signed this certificate on the 18th day of February, 1997 and we affirm the statements contained therein as true under penalties of perjury.

ABC MEDIA, INC.		THE KANSAS CITY STAR COMPANY
By:	/s/ Griffith W. Foxley	By:	/s/ Griffith W. Foxley
	Griffith W. Foxley		Griffith W. Foxley
	Vice President		Vice President
By:	/s/ Franco Garcia	By:	/s/ Franco Garcia
	Franco Garcia		Franco Garcia
	Assistant Secretary		Assistant Secretary

-2-

CERTIFICATE OF MERGER

OF

ST PARTNER, INC.

INTO

ABC MEDIA, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

We, the undersigned, Griffith W. Foxley and Franco Garcia, being respectively the vice president and assistant secretary of ABC Media, Inc. and Franco Garcia and Evelyn Pelicot Bellew, being respectively the president and the secretary of ST Partner, Inc., hereby certify:

1.(a) The name of each of the constituent corporations is as follows:

ABC Media, Inc.

ST Partner, Inc.

(b) The name of the surviving corporation is ABC Media, Inc.

2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

Name of Corporation	Designation and Number of Shares in Each Class or Series Outstanding	Class or Series of Shares Entitled to Vote	Shares entitled to vote as a class or series
ABC Media, Inc.	250 shares Common	Common	none
	226 Shares Preferred	Preferred	none
ST Partner, Inc.	1,000 shares Common	Common	none

3. The certificate of incorporation of ABC Media, Inc., a New York corporation, shall continue in full force and effect as the certificate of incorporation of the surviving corporation.

4. The certificate of incorporation of ABC Media, Inc. (under its original name, “Belleville News-Democrat, Inc.”) was filed by the Department of State of New York on May 9, 1972.

The certificate of incorporation of ST Partner, Inc. was filed by the Secretary of State of Missouri on December 11, 1991, and it has not filed an Application for Authority in New York.

5. The merger was adopted by each constituent corporation in the following manner:

(a) As to ABC Media, Inc., by the unanimous written consent of its board of directors and its shareholders.

(b) ST Partner, Inc. has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated and this merger is permitted by such laws. The manner in which the merger was authorized with respect to said corporation was by unanimous written consent of its board of directors and its sole shareholder.

6. The merger shall become effective upon the filing of this Certificate of Merger by the Secretary of State of New York.

IN WITNESS WHEREOF, we have signed this certificate on the 18th day of February, 1997 and we affirm the statements contained therein as true under penalties of perjury.

ABC MEDIA, INC.		ST PARTNER, INC.
By:	/s/ Griffith W. Foxley	By:	/s/ Franco Garcia
	Griffith W. Foxley		Franco Garcia
	Vice President		President
By:	/s/ Franco Garcia	By:	/s/ Evelyn Pelicot Bellew
	Franco Garcia		Evelyn Pelicot Bellew
	Assistant Secretary		Secretary

-2-

CERTIFICATE OF MERGER

OF

STAR-TELEGRAM NEWSPAPER, INC.

INTO

ABC MEDIA, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

We, the undersigned, Griffith W. Foxley and Franco Garcia, being respectively the vice present and the assistant secretary of each of ABC Media, Inc. and Star-Telegram Newspaper, Inc., hereby certify:

1.(a) The name of each of the constituent corporations is as follows:

ABC Media, Inc.

Star-Telegram Newspaper, Inc.

(b) The name of the surviving corporation is ABC Media, Inc.

2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

Name of Corporation	Designation and Number of Shares in Each Class or Series Outstanding	Class or Series of Shares Entitled to Vote	Shares entitled to vote as a class or series
ABC Media, Inc.	250 shares Common	Common	none
	226 Shares Preferred	Preferred	none
Star-Telegram Newspaper, Inc.	1,000 shares Common	Common	none

3. The certificate of incorporation of ABC Media, Inc., a New York corporation, shall continue in full force and effect as the certificate of incorporation of the surviving corporation.

4. The certificate of incorporation of ABC Media, Inc. (under its original name, “Belleville News-Democrat, Inc.”) was filed by the Department of State of New York on May 9, 1972.

The certificate of incorporation of the Star-Telegram Newspaper, Inc. was filed by the Secretary of State of Delaware on December 11, 1991, and has not filed an Application for Authority in New York.

5. The merger was adopted by each constituent corporation in the following manner:

(a) As to ABC Media, Inc., by the unanimous written consent of its board of directors and its shareholders.

(b) Star-Telegram Newspaper, Inc. has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated and this merger is permitted by such laws. The manner in which the merger was authorized with respect to said corporation was by unanimous written consent of its board of directors and its sole shareholder.

6. The merger shall become effective upon the filing of this Certificate of Merger by the Secretary of State of New York.

IN WITNESS WHEREOF, we have signed this certificate on the 19th day of February, 1997 and we affirm the statements contained therein as true under penalties of perjury.

ABC MEDIA, INC.		STAR-TELEGRAM NEWSPAPER, INC.
By:	/s/ Griffith W. Foxley	By:	/s/ Griffith W. Foxley
	Griffith W. Foxley		Griffith W. Foxley
	Vice President		Vice President
By:	/s/ Franco Garcia	By:	/s/ Franco Garcia
	Franco Garcia		Franco Garcia
	Assistant Secretary		Assistant Secretary

-2-

CERTIFICATE OF MERGER

OF

KRI MEDIA ACQUISITION, INC.

INTO

ABC MEDIA, INC.

UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

The undersigned corporations, organized and existing under and by virtue of the laws of the State of New York.

DO HEREBY CERTIFY THAT:

FIRST: ABC Media, Inc. was incorporated on May 9, 1972 (under its original name, “Belleville News-Democrat, Inc.”) pursuant to the Business Corporation Law of the State of New York. KRI Media Acquisition, Inc. was incorporated on May 6, 1997 pursuant to the Business Corporation Law of the State of New York.

SECOND: The following sets forth the designation and number of outstanding shares of each class and series of stock of the constituent corporations:

Corporation	Designation	Shares Outstanding
ABC Media, Inc.	Voting common stock, par value $.01 per share	1,200
KRI Media Acquisition Corp.	Voting common stock, par value $.01 per share	10

THIRD: The merger was approved by unanimous written consent of the board of directors of each of the constituent corporations and was adopted by each of the constituent corporations by written consent of the sole stockholder of each of the constituent corporations.

FOURTH: The name of the surviving corporation of the merger is ABC Media, Inc. and following the merger its name shall be Cypress Media, Inc.

FIFTH: The Certificate of Incorporation of ABC Media, Inc. shall be the Certificate of Incorporation of the surviving corporation, except that Article I shall be amended to read as follows:

“1. The name of the corporation is:

CYPRESS MEDIA, INC.”

SIXTH: This Certificate of Merger shall be effective when filed with the Secretary of State of New York.

IN WITNESS WHEREOF, we have signed this certificate of this 9^th day of May, 1997 and we affirm the statements contained herein as true under penalties of perjury.

ABC MEDIA, INC.
By:	/s/ Griffith W. Foxley
Name:	Griffith W. Foxley
Title:	VP
By:	/s/ Franco Garcia
Name:	Franco Garcia
Title:	Asst. Secretary
KRI MEDIA ACQUISITION, INC.
By:
	Cristina L. Mendoza
	Vice President and General Counsel
By:
	Douglas C. Harris
	Secretary

-2-

IN WITNESS WHEREOF, we have signed this certificate of this 9^th day of May, 1997 and we affirm the statements contained herein as true under penalties of perjury.

ABC MEDIA, INC.
By:
Name:
Title:
By:
Name:
Title:
KRI MEDIA ACQUISITION, INC.
By:	/s/ Cristina L. Mendoza
	Cristina L. Mendoza
	Vice President and General Counsel
By:	/s/ Douglas C. Harris
	Douglas C. Harris
	Secretary

-3-

CERTIFICATE OF CHANGE

OF

CYPRESS MEDIA, INC.

Under Section 805-A of the Business Corporation Law

1. The name of the corporation is CYPRESS MEDIA, INC.

If applicable, the original name under which it was formed is BELLEVILLE NEWS-DEMOCRAT, INC.

2. The Certificate of Incorporation of said corporation was filed by the Department of State on 5/9/72.

3. The address of CT Corporation System as the registered agent of said corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.

4. The address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served in him is hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.

5. Notice of the above changes was mailed to the corporation by C T Corporation System not less than 30 days prior to the date of delivery to the Department of State and such corporation has not objected thereto.

6. C T Corporation System is both the agent of such corporation to whose address the Secretary of State is required to mail copies of process and the registered agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and affirm the statements contained herein as true under penalties of perjury.

C T CORPORATION SYSTEM
By:	/s/ Kenneth J. Uva
	Kenneth J. Uva Vice President

NY Domestic Corporation – agent/process address

EX-3.1.10

Exhibit 3.1.10

CERTIFICATE OF FORMATION

OF

ABC MEDIA, LLC

Under Section 18-201 of the

Delaware Limited Liability Company Act

1. The name of the limited liability company is ABC Media, LLC (the “Company”).

2. The address of the registered office of the Company in Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

3. The name and address of the registered agent of the Company upon whom process against it may be served is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of April 9, 1997.

/s/ Griffith W. Foxley
Name:	Griffith W. Foxley
Title:	Authorized Person

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF FORMATION

1. The name of the limited liability company is ABC Media, LLC.

2. Article 1 of the Certificate of Formation shall be amended to read in full:

“1. The name of the limited liability company is: Cypress Media, LLC.”

IN WITNESS WHEREOF, ABC Media, LLC has caused this Certificate of Amendment to be signed this 9 day of May, 1997.

ABC MEDIA, LLC
By:	CYPRESS MEDIA, INC.,
	its sole member
By:	/s/ Douglas C. Harris
	Douglas C. Harris
	Secretary

EX-3.1.11

Exhibit 3.1.11

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF INCORPORATION

1. The name of the proposed corporation is East Coast Newspapers Inc. of South Carolina

2. The initial registered office of the corporation is 75 Beattie Place, Two Shelter Centre,                        

Street Number

Greenville	Greenville	24601
City	County	Zip Code

and the initial registered agent at such address is CT Corporation System                                             

3. The corporation is authorized to issue shares of stock as follows: Complete a or b, whichever is applicable:

a.	x	If the corporation is authorized to issue a single class of shares, the total number of shares authorized is one hundred .
b.	¨	The corporation is authorized to issue more than one class of shares.

Class of Shares Authorization No. of Each Class

The relative rights, preferences, and limitations of the shares of each class and of each series within a class, are as follows:

All are equal.

4. The existence of the corporation shall begin when these articles are filed with the Secretary of State unless a delayed date is indicated. (See 533-1-230(b)): N/A

5. The optional provisions which the corporation elects to include in the articles of incorporation are as follows (See 533-2-102 and the applicable comments thereto; and 35-2-105 and 35-2-221 of the 1976 South Carolina Code):

None.

6. The name and address of each incorporator is as follows (only one is required):

Name	Address	Signature
Carl F. Muller	44 East Camperdown Way, Greenville, SC 29603	/s/Carl F. Muller
	P. O. Box10207

7. I, James M. Shoemaker, Jr. , an attorney licensed to practice in the State of South Caroline certify that the corporation to whose articles of incorporation this certificate is attached, has complied with the requirements of the Chapter 2, Title 33 of the 1976 South Carolina Code relating to the articles of incorporation.

Date: 10/23/87		/s/ James M. Shoemaker, Jr.
		(Signature)
		James M. Shoemaker, Jr.
		(Type or Print Name)
	Address:	44 East Camperdown Way, P.O. Box 10207
		Greenville, SC 2960

FILING INSTRUCTIONS

1. Two copies of this form, the original and either a duplicate original or a conformed copy, must be filed.

2. If the space in this form is insufficient, please attach additional sheets containing a reference to the appropriate paragraph in this form.

Schedule of Fees – payable at the time of filing this document;

Fee for filing application – payable to Secretary of State

Filing Tax – payable to Secretary of State

Minimum license fee – payable to SC Tax Commission

THIS FORM MUST BE ACOMPANIED BY THE FIRST REPORT OF CORPORATIONS (See 512-19-20) AND A CHECK IN THE AMOUNT OF $25.00 PAYABLE TO THE SOUTH CAROLINE TAX COMMISSION

Form Approved by South Carolina

Secretary of State

EX-3.1.12

Exhibit 3.1.12

ARTICLES OF INCORPORATION

OF

HOLLIS CORPORATION

We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the Mississippi Business Corporation Act adopt the following Articles of Incorporation for such corporation:

FIRST: The name of the corporation is Hollis Corporation.

SECOND: The period of its duration is ninety-nine (99) years.

THIRD: The purpose or purposes for which the corporation is organized is:

To acquire, print, publish, conduct and circulate or otherwise deal with any newspaper or newspapers and other publications, and generally to carry on the business of newspaper proprietors and general publishers; to carry on if and when it shall deem desirable the trade or business of general printers, lithographers, engravers and advertising agents; to build, construct, erect, purchase, hire or otherwise acquire or provide any buildings, offices, workshops, plant and machinery or other things necessary or useful for the purpose of carrying out the objects of the company.

To carry on the business of printers, stationers, book sellers, binders, stereotypers, die sinkers, electrotypers, book paper, envelope and ink manufacturers, engravers and publishers.

To acquire, own and operate one or more television stations, one or more radio stations, and to do any and all acts necessary or useful for such purposes.

To purchase, acquire, hold, improve, sell, convey, assign, release, mortgage, encumber, lease, and deal in real, personal and mixed property of every name and nature; to lend money and take security for the payment of sums due the corporation, and to assign and release such security, bonds, debentures, obligations and evidences of indebtedness of all kinds, whether secured by mortgage, pledge, or otherwise, and generally to make and perform agreements and contracts of every kind and description to the same extent as natural persons might or could do, and to borrow money in the name of the corporation and to execute notes, whether secured or unsecured bonds, debentures, obligations, security agreements and evidences of indebtedness of any kind or nature whatsoever.

To acquire and erect facilities of any kind or description necessary or desirable for the carrying on of such business; to do any and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the operations for the furtherance of any of the powers hereinbefore set forth, either alone or in association with other corporations, firms or individuals and to do every other act or acts or things incident or apperatining to or growing out of and connected with the aforesaid business or powers or any part or parts thereof, provided the same be not inconsistent to the laws under which this corporation is organized.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is twenty-five thousand (25,000) of the par value of $100.00 each.

FIFTH: The corporation will not commence business until consideration of the value of at least $1,000,000.00 has been received for the issuance of shares.

SIXTH: Provisions limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the corporation are: NONE

SEVENTH: The post office address of its initial registered office is: 310 Gulf National Bank Building, Gulfport, Mississippi, and the name of its initial registered agent is: Webb M. Mize, whose home address is: 1804 Beach Drive, Mississippi City Station, Gulfport, Mississippi 39501, and whose business post office address is: 310 Gulf National Bank Building, Gulfport, Mississippi 39501.

EIGHTH: The number of directors constituting the initial Board of Directors of the corporation is ten (10), and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME:	POST OFFICE ADDRESS:
Ambrose G. Hampton	5020 Garners Ferry Road, Columbia, S.C. 29209
John F. McGee	1501 Saramount, Columbia, S.C. 29204
D.W. Robinson	4030 Claremont Dr., Columbia, S.C. 29205
A.T. Graydon	Laurel, West Columbia, S.C.
J. Willis Cantey	1400 Westminster Dr., Columbia S.C. 29204
Paul B. Barringer, II	(no St. Add.) Weldon, N.C.
William Elliott	339 Laurel Springs Rd., Columbia, S.C.
Frank Hampton	“Millwood”, Garners Ferry Road, Columbia S.C. 29209
Jo Wilkes Ratcker	217 Fayard, Biloxi, Mississippi 39530
Eugene P. Wilkes	217 Fayard, Biloxi, Mississippi 39530

NINTH: The name and post office addresses of each incorporator is:

NAME:	POST OFFICE ADDRESS:
Hollis C. Thompson, Jr.	1520 Hewes Avenue, Gulfport, Mississippi 39501
Webb M. Mize	1804 Beach Drive, Mississippi City Station, Gulfport, Mississippi 39501

Dated June 12th, 1968.

/s/ Hollis C. Thompson, Jr.

Hollis C. Thompson, Jr.

/s/ Webb M. Mize

Webb M. Mize

-2-

STATE OF MISSISSIPPI

COUNTY OF HARRISON

I, Murray D. Baxter, a Notary Public, hereby certify that on the 12th day of June, 1968, personally appeared before me Hollis C. Thompson, Jr., and Webb M. Mize, who each being by me first duly sworn, declared that they are the incorporators of Hollis Corporation, that they executed the foregoing document as the incorporators of the corporation and that the statements therein contained are true.

/s/ [signature illegible]

Notary Public

My Commission Expires:

July 11, 1971

-3-

ARTICLES OF AMENDMENT

TO

CHARTER OF INCORPORATION OF HOLLIS CORPORATION

Hollis Corporation hereby amends the Articles of Incorporation under the provisions of the Mississippi Business Corporation Act.

The Board of Directors of Hollis Corporation has heretofore adopted a Resolution authorizing the Amendment herein set forth and directed that the desired Amendment be submitted to a vote at a meeting of Shareholders at a special meeting thereof. Copy of said Resolution, duly certified by the Secretary of Corporation, is attached hereto and made a part hereof.

Written notice setting forth the Amendment was given to each Shareholder of record entitled to vote within the time and in the manner provided in the Mississippi Business Corporation Act for the giving of notice of meetings of Shareholders.

At the meeting of the Shareholders held pursuant to the notice referred to in the preceding paragraph the proposed Amendment was voted on and was adopted by unanimous vote of the Shareholders; a true certified copy of such Resolution is attached hereto.

On July 24, 1968, Roland Weeks, Jr. and Webb M. Mize reserved the name “Gulf Publishing Company, Inc.” and such reservation of name is on file in the office of the Secretary of State of the State of Mississippi, and such reserved name has been transferred by the said Roland Weeks, Jr. and Webb M. Mize to Hollis Corporation.

(a) The name of the Corporation is: Hollis Corporation.

(b) The Amendment so adopted only amends the name of the Corporation and the Charter of Incorporation is amended so that part reading as follows:

First: The name of the corporation is “Hollis Corporation” will be changed so that hereafter it shall read as follows:

“First: The name of the corporation is: ‘Gulf Publishing Company, Inc.’”.

(c) The date of the adoption of the Amendment by the Shareholders is August 2, 1968.

(d) The number of shares outstanding and the number of shares entitled to vote therein is 18,100.

(e) The number of shares voted for the Amendment is 18,100.

(f) The number of shares voted against the Amendment is none.

(g) Amendment does not provide for exchange, reclassification or reissue.

(h) Amendment does not effect a change of issued capital.

Dated: August 8, 1968.

HOLLIS CORPORATION
BY:	/s/ John F. McGee
	PRESIDENT
BY:	/s/ Roland Weeks, Jr.
	SECRETARY

STATE OF SOUTH CAROLINA

COUNTY OF RICHLAND

I,             , a Notary Public, hereby certify that on the 8^th day of August, 1968, personally appeared before me, John F. McGee, President of the within named Hollis Corporation, who being by me first duly sworn declared that he is the President of Hollis Corporation, and that he executed the foregoing document on the day and date mentioned above and that the facts contained therein are true.

/s/ [signature illegible]

NOTARY PUBLIC

My Commission Expires:

January 1, 1971

STATE OF MISSISSIPPI

COUNTY OF HARRISON

I,             , a Notary Public, hereby certify that on the      day of August, 1968, personally appeared before me Roland Weeks, Jr., Secretary of the within named Hollis Corporation, who being by me first duly sworn declared that he is the Secretary of Hollis Corporation, and that he executed the foregoing document on the day and date mentioned above and that the facts are true.

/s/ [signature illegible]

NOTARY PUBLIC

My Commission Expires:

Feb 21 ‘71

-2-

RESOLVED, that in the judgment of the Board of Directors of Hollis Corporation it is deemed advisable to amend the Articles of Incorporation so as to change the name of the Corporation from Hollis Corporation, its present name, to Gulf Publishing Company, Inc., and to that end the Article “First” be changed to read as follows:

“First: The name of the Corporation is: Gulf Publishing Company, Inc.”

RESOLVED FURTHER that a special meeting of the Stockholders of this Corporation is hereby called to be held at the principal office of the Corporation to take action upon said Resolution and that three (3) days written notice of said meeting be given by mail to the Stockholders by the President of the Corporation.

I, Roland Weeks, Jr., Secretary of Hollis Corporation do hereby certify that the above and foregoing is a true and correct copy of Resolution adopted by Board of Directors of Hollis Corporation at a meeting held on July 29, 1968.

This the 8 day of August, 1968.

/s/ Roland Weeks, Jr.

Roland Weeks, Jr., Secretary

WHEREAS, the Board of Directors of Hollis Corporation has deemed it advisable to amend the Certificate of Incorporation so as to change the name of the Corporation from Hollis Corporation to that of Gulf Publishing Company, Inc., and

WHEREAS, all Shareholders of Hollis Corporation are present in person and, therefore,

BE IT RESOLVED, by the Shareholders of Hollis Corporation that the Articles of Incorporation be amended to change the name of Hollis Corporation, its present name, to Gulf Publishing Company, Inc. and to that end the Article “First” be changed to read as follows:

“First: The name of the Corporation is: Gulf Publishing Company, Inc.”

I, Roland Weeks, Jr., Secretary of Hollis Corporation do hereby certify that the above and foregoing is a true and correct copy of Resolution unanimously adopted by the Shareholders of Hollis Corporation at a meeting held on August 2, 1968.

This the 8th day of August, 1968.

/s/ Roland Weeks, Jr.

Roland Weeks, Jr.

EX-3.1.13

Exhibit 3.1.13

ARTICLES OF INCORPORATION

OF

HLB NEWSPAPERS, INC.

The undersigned natural person of the age of eighteen years or more for the purpose of forming a corporation under The General and Business Corporation Law of Missouri adopts the following Articles of Incorporation:

ARTICLE ONE

NAME

The name of the corporation is HLB Newspapers, Inc.

ARTICLE TWO

REGISTERED OFFICE AND AGENT

The address, including street and number, if any, of the corporation’s initial registered office in this state is Suite 2500, 2345 Grand Boulevard, Kansas City, Missouri 64108; and the name of its initial registered agent at such address is Registered Agent, Ltd.

ARTICLE THREE

STOCK

The aggregate number, class and par value, if any, of shares which the corporation shall have authority to issue shall be:

Class	Par Value, if  Any, Per Share		Number of Shares
Class A Common	$	10.00	10,000
Class B Common	$	10.00	10,000

The Class A Common Stock and Class B Common Stock shall be identical in all respects, except that the holders of Class B Common Stock shall have no voting power for any purpose whatsoever and the holders of Class A Common Stock shall, to the exclusion of the holders of Class B Common Stock, have full voting power for all purposes.

There shall be no cumulative voting in elections of directors of the corporation unless the bylaws expressly provide for cumulative voting.

No holder of capital stock of the corporation shall be entitled as a matter of right to subscribe for, purchase or receive any shares of stock of any class, whether now or hereafter authorized, or any bonds, notes, debentures or other securities convertible into stock of any class, issued and sold by the corporation at any time, whether the same be previously unissued or previously issued and reacquired by the corporation, and all such shares of stock, bonds, notes, debentures and other securities may be issued and disposed of by the Board of Directors to such person or persons, on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in its absolute discretion, may deem advisable.

ARTICLE FOUR

RESERVATION OF RIGHTS

Any person, upon becoming the owner or holder of any shares of stock or other securities issued by the corporation, shall be deemed to have thereby consented and agreed that all rights, powers, privileges, obligations or restrictions pertaining to such securities in any way may be altered, amended, restricted, enlarged or repealed by legislative enactments hereafter adopted by the State of Missouri or the United States of America and by amendments to these Articles of Incorporation adopted in accordance with applicable law, including any such legislative enactments. The corporation reserves the right to alter, amend, change or repeal any provision contained in these Articles of Incorporation, to transact any business and to do any other act or thing as authorized, permitted or allowed by law, including any such legislative enactments hereafter adopted.

ARTICLE FIVE

DIRECTORS

The number of directors which shall constitute the first Board of Directors shall be four (4). The number of directors to constitute subsequent Boards of Directors shall be fixed from time to time by or in the manner provided in the bylaws of the Corporation, provided that the number of directors shall not be less than four (4). Any change in the number of directors shall be reported to the Secretary of State within thirty (30) calendar days following such change.

Upon the filing of these Articles, the following named persons shall constitute the first Board of Directors:

Brian D. Murray 2801 W. 91st Terrace Leawood, KS 66206	Clark O. Murray 3701 W. 64th Street Shawnee Mission, KS 66208
William E. James 902 Bird Harrisonville, MO 64701	Jack D. Burton 12620 W. 82nd Terrace Lenexa, KS 66215

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ARTICLE SIX

DURATION

The duration of the corporation is perpetual.

ARTICLE SEVEN

OBJECTS, PURPOSES AND POWERS

The corporation is formed for the following purposes:

(a) To own and operate newspapers and related publishing businesses;

(b) To engage in any commercial, mercantile, manufacturing, mining, industrial, importing, exporting or trading business, venture, activity or service or other business, venture, activity or service of any kind or type, whether for its own account, for the account of another, or as a general partner, a limited partner or a joint venturer;

(c) To engage in scientific and technological research and pursuits of every lawful kind and description and to utilize, employ and exploit any and all knowledge resulting therefrom;

(d) To purchase, lease, rent, accept or otherwise acquire, own, hold, sell, mortgage, charge, exchange, encumber, or dispose of in any manner whatsoever, invest, trade and deal in and with real and personal property of every kind and description, whether tangible or intangible, corporeal or incorporeal;

(e) To carry on the above and any other lawful business and to do anything and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any or all of the objects hereinbefore enumerated or for the enhancement of the value of the property of the corporation or which shall at any time appear conducive to such accomplishment, attainment or enhancement, including, without limitation, the making of political contributions in the manner and to the extent permitted by law and the establishment, financing and maintenance of political committees in the manner and to the extent permitted by law, either as principal, agent, for its own or another’s account, or as a general partner, a limited partner or a joint venturer; and further to have all the rights, powers and privileges now or hereafter conferred upon corporations by the laws of the State of Missouri or under any act amendatory thereof, supplemental thereto or substituted therefor.

The objects and purposes specified in the foregoing clauses of this Article Seven shall, except where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of these Articles of Incorporation, and shall be construed as powers as well as objects and purposes.

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ARTICLE EIGHT

CERTAIN TRANSACTIONS

No contract or transaction between the corporation and one or more of its directors or officers or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest shall be void or voidable solely for this reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose.

ARTICLE NINE

INDEMNIFICATION

(a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer (hereinafter referred to in this Article Nine as the “Representative” or a “Representative”) of the corporation, or is or was serving at the request of the corporation as a Representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys’ and accountants’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such indemnification (unless ordered by a court) shall be made as authorized in a specific case upon a determination that indemnification of the Representative is proper in the circumstances because he has met the applicable standards of conduct set forth in The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or if such quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of shareholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a Representative and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b) The corporation may purchase and maintain insurance, at its expense, to protect itself or any other person against any liability, loss or expense, whether or not the corporation would have the power to indemnify such other person against such liability under the provisions of this Article or applicable law.

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ARTICLE TEN

AMENDMENTS TO BYLAWS

The original bylaws of the corporation may be adopted by the shareholders or by the Board of Directors. Thereafter, subject to the requirements and limitations of applicable law (including but not limited to any applicable requirement of a super majority shareholder vote to abolish cumulative voting), the bylaws of the corporation may from time to time be altered, amended, suspended or repealed, and new or additional bylaws may be adopted from time to time, by the shareholders or by the Board of Directors. The power of the directors to alter, amend, suspend, repeal or re-enact bylaws may be denied as to any bylaws or portion thereof adopted, amended, repealed, suspended or re-enacted by the shareholders if at the time of such adoption, amendment, repeal, suspension or re-enactment the shareholders shall expressly so provide.

ARTICLE ELEVEN

CAPTIONS

The captions and subcaptions are inserted in these Articles only as a matter of convenience and for reference and in no way define, limit or describe the scope of these Articles or the intent of any provision thereof.

ARTICLE TWELVE

INCORPORATOR

The name and place of residence of the incorporator is: Harry E. Wigner, Jr., 8532 Juniper Lane, Prairie Village, Kansas 66207.

IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 24th day of March, 1994.

/s/ Harry E. Wigner, Jr.

Harry E. Wigner, Jr.

Incorporator

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STATE OF KANSAS	)
	) ss.
COUNTY OF JOHNSON	)

I, Julia A. Carrel, a Notary Public, do hereby certify that on the 24th day of March, 1994, personally appeared before me Harry E. Wigner, Jr., who being by me first duly sworn declared that she is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above mentioned.

/s/ Julia A. Carrel

Notary Public

My commission expires:

February 24, 1996

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EX-3.1.14

Exhibit 3.1.14

CERTIFICATE OF FORMATION

OF

IDAHO STATESMAN PUBLISHING, LLC

1. The name of the limited liability company is Idaho Statesman Publishing, LLC

2. The name and address of its registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Idaho Statesman Publishing, LLC this 23rd day of August, 2005.

/s/ Charles S. Lee

Charles S. Lee

Authorized Person

EX-3.1.15

Exhibit 3.1.15

ARTICLES OF INCORPORATION

OF

Keltatim Publishing Company, Inc.

ARTICLE I: The name of this corporation is Keltatim Publishing Company, Inc.

ARTICLE II: The Registered Office of the corporation in the State of Kansas is 128 S. Chestnut, P.O. Box 683, in the City of Olathe, in the County of Johnson. The Registered Agent at that address is George J. Schlagel.

ARTICLE III: The nature of the Business or purpose to be conducted or promoted are:

A. To acquire, maintain and operate various newspaper and publishing services.

B. To acquire by purchase, lease, gift, devise or otherwise, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, improve, develop, divide, and otherwise handle, deal in, and dispose of real estate, real property, and any interest or right therein, whether as principal, agent, broker, or otherwise, and to manage, operate, service, equip, furnish, alter, and keep in repair dwellings, apartment houses, hotels, office buildings, and real and personal property of every kind, nature, and description, whether as principal, agent, broker, or otherwise, and generally to do anything and everything necessary and proper and to the extent permitted by law in connection with the owning, managing, leasing and operating real and personal property of any and all kinds.

C. To acquire by purchase, exchange or otherwise, all of any part of, or any interest in, the properties, assets, business and goodwill of any one or more persons, firms, associations, or corporations hereafter engaged in any business for which a corporation may now or hereafter by organized under the laws of this State; to pay for the same in cash, property or its own or sell or in any manner dispose of the whole or any part thereof; and in connection therewith, to assume or guarantee performance of any liabilities, obligations or corporations, and to conduct the whole or any part of any business thus acquired.

D. To act as the agent of any person, firm or business which is authorized and qualified to do business in this State. To enter into, make, perform and carry out contracts of every sort and kind which may be necessary or convenient for the business of this corporation, or business of a similar nature, with any person, corporation (private, public or municipal) or any governmental unit.

E. To become a partner with one or more other persons or corporations, for the purpose of carrying on any business which this corporation may deem proper or convenient in connection with any of the purposes herein set forth or otherwise, or which may be calculated directly or indirectly to promote the interest of this corporation, or enhance the value of its properties or business.

F. To issue bonds, notes, debentures or other obligations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgages, deed of trust, pledge or otherwise, or to issue the same unsecured; to purchase, hold, sell, and transfer the shares of its own capital stock to the extent and in the manner provided by the laws of the State of Kansas as are now in force or may be hereafter amended.

G. To offer and issue stock of this corporation pursuant to a plan to be adopted and carried out in such time and manner as to qualify such stock as “Section 1244 Stock” as defined in the Internal Revenue Code of 1986.

H. To otherwise engage in lawful conduct or activity for which corporations may be organized under the Kansas Corporation Code.

ARTICLE IV: This corporation is authorized to issue 10,000 shares of one dollar ($1.00) par, class A, common stock, having full voting rights, with preemptive rights thereon guaranteed.

ARTICLE V: This name and mailing address of the incorporator is: George J. Schlagel, 128 S. Chestnut, P. O. Box 683, Olathe, Kansas 66061.

ARTICLE VI: The powers of the incorporator are to terminate upon the filing of these Articles of Incorporation, and the name and mailing address of the persons who is to serve as director until the first annual meeting of the stockholders; or until his successor is elected and qualified, is: Timothy P. O’Donnell, 38120 Golf Lane Dr., Wadsworth IL, 60085.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name this 27^th day of January, 1995.

/s/ George J. Schlagel

George J. Schlagel

STATE OF KANSAS	)
	)	s.s.
COUNTY OF JOHNSON	)

BE IT REMEMBERED, That on this 27th day of January, 1995, before me the undersigned, a Notary Public in and for said County and State, came George J. Schlagel, who is personally known to me to be the same person who executed the within instrument of writing and duly acknowledged the execution of the same.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last above written.

/s/ Lynn O. Humble

Notary Public

My Appointment Expires:

8-2-97

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Secretary of State/Corporation Division

CHANGE OF REGISTERED OFFICE OR AGENT

We, Ross Jones                 , Vice President and Polk Laffoon, Secretary of Keltatim Publishing Company, Inc., a corporation organized and existing under and by virtue of the laws of the state of Kansas                  , do hereby certify that at a meeting of the board of directors of said corporation the following resolution was adopted:

Be it resolved that the Registered Office in the State of Kansas of said corporation be changed to:

c/o The Corporation Company, Inc., 515 South Kansas Avenue, Topeka		Shawnee	KS	[illegible]
Street and Number	Town or City	County	State	Zip Code

Be it further resolved that the Resident Agent of said corporation in the state of Kansas be changed to:

The Corporation Company, Inc.

                    Individual or Kansas Corporation

The President and Secretary are hereby authorized to file and record the same in the manner as required by law.

/s/ Ross Jones

Vice President

Ross Jones

/s/ Polk Laffoon

Secretary

Polk Laffoon

State Of California
	}	SS.
County Of Santa Clara

Before me, a Notary Public, came Ross Jones              , Vice President and Polk Laffoon              , Secretary, of the above-named corporation, who are known to me to be the persons who executed the foregoing certificate in their official capacities and duly acknowledged the execution of the same this 19th day of October, 2000.

/s/ Carolee Carter

Notary Public

My commission or appointment expires	June 1, 2003.
	Month      Year

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EX-3.1.16

Exhibit 3.1.16

CHARTER OF

KEYNOTER PUBLISHING COMPANY, INC.

We, the undersigned, do hereby associate ourselves together for the purpose of becoming a corporation under the laws of the State of Florida, by and under the provisions of the Statutes of said State, providing for the formation, rights, privileges and immunities of a corporation for profit.

ARTICLE I.

The name of this corporation shall be:

KEYNOTER PUBLISHING COMPANY, INC.

(hereinafter referred to as the “corporation”).

ARTICLE II.

The general nature of the business and the objects and purposes proposed to be transacted, promoted or carried on, are to do any and all of the things hereinafter mentioned, as fully and to the same extent as natural persons could do, vis:

1. To acquire, print, publish, conduct and circulate or otherwise distribute any newspaper or newspapers or other publications, and generally to carry on the business of newspaper proprietors and general publishers; to carry on it and when it shall deem desirable, the trade of business of general printers, lithographers, engravers and advertising agents; to build, construct, erect, purchase, hire or otherwise acquire or provide any buildings, offices, workshops, plant and machinery or other things necessary or useful for the purpose of carrying out the objects of the company.

2. To improve, manage and operate real property; to build, construct and alter houses and other structures thereon, and develop real property generally, buy, sell and exchange real property, rent and lease real property, improved and unimproved; to make all mortgages on real property and borrow money thereon by mortgage or otherwise, loan money upon real property and take mortgages and assignments of mortgages on the same; to buy, sell, and deal in bonds and loans secured by mortgages or other liens on real property; to purchase, manufacture, acquire, hold, own, mortgage, pledge, lease, sell, assign and transfer, invest in, trade in and deal in goods, wares, merchandise and property of every kind and description, and carry on any of the above businesses or any other business connected therewith, whether the same may be permitted by law, either manufacturing or otherwise, and to the same extent as the laws of this state will permit and as fully and with all the powers that the laws of this state confer upon corporations and organizations under said act, and to do any all of the business above mentioned and set forth to the same extent as natural persons might or could do.

To buy and sell real estate, buy, construct and sell houses and other buildings, buy and sell lumber, brick, stone, lime, hardware and all other kinds of material used by builders, buy and sell coal and feed, conduct a general brokerage business in real estate and insurance.

To buy, sell, rent and exchange real property, improved and unimproved; the building, construction and alteration of houses thereon, and the management and development of real property generally; to purchase, manufacture, acquire, hold, own, mortgage, pledge, lease, sell, assign and transfer, to invest, trade, deal in and deal with goods, wares and merchandise and property of every kind and description and to carry on any of the above business or any other business connected therewith, wherever the same may be permitted by law, either manufacturing or otherwise, and to the same extent as the laws of this state will permit, and as fully and with all the powers that the laws of this state confer upon corporations and organizations under this act, and to do any and all of the business above mentioned and set forth to the same extent as natural persons might or could do.

3. To acquire real estate by purchase or otherwise, and to develop the same in the broadest sense of the word, including subdividing, plating, building roads, sidewalks and streets, dredging, filling in land, installing utilities and, in fact, to do any and all things necessary to prepare the said land for any kind of use for which the same may be required.

4. All of the foregoing aims and purposes are to be carried on in the State of Florida, in any other state of the United States, territories, possessions, dependencies, protectorates of the United States, the District of Columbia and in foreign countries.

5. To do any and all things necessary, suitable and proper for the accomplishment of any of the purposes, or for the attainment of any of the objects, or for the exercise of any of the powers herein set forth, whether herein specified or not, either along or in connection with other firms, individuals or corporations, either in this state or throughout the United Sates and all parts of the world, and to do any other act or acts, thing or things incidental or pertinent to or connected with the business hereinbefore described, or any part of parts thereof, if not inconsistent with the laws under which this corporation is organized or any other country where the business of this corporation may be conducted.

6. To own, hold, buy, control, work, develop, sell, convey, lease, pledge, mortgage, exchange, cultivate, improve, or otherwise deal in, and dispose of real estate or personal property, and any rights, interest or estate therein for its own purposes or as a broker or agent or otherwise, in the State of Florida, and in any other State, dependencies, territories or protectorates of the United States of America and in foreign countries; to construct, alter, decorate, furnish and improve buildings of every sort and kind, including the making and executing of contracts for all kinds of construction work; to conduct a general supply business; to undertake and direct the management and sale of the property of said corporation and to bond, mortgage and borrow money on the property of this corporation for the purpose of development or otherwise; to lend money on bonds, mortgages or otherwise deal in and dispose of all kinds of personal property and lands, and so far as the laws of the State of Florida permit, to a corporation of this class, to transact or commission the general business of a real estate agent, and to have and execute all such powers as may be necessary or convenient to the general business and powers. The enumeration of any specific business shall not be held to limit or restrict any other business or power of this corporation.

7. To borrow money and contract debts when necessary for the transaction of its business or for the exercise of its corporate rights, privileges or franchise or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and

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other obligations and evidence of indebtedness, paying at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money or other things of value borrowed, or in payment for property purchased or acquired, or for any other lawful objects.

8. To guarantee, purchase, hold, sell, assign, transfer mortgage, pledge or otherwise dispose of indebtedness created by any other corporation or corporations of this State or any other state or government, and while owner of such stock, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon.

9. To purchase, hold, sell and transfer shares of its own capital stock; provided that no such corporation shall purchase its own shares of capital stock except from the surplus of its assets over its liabilities, including capital, and provided further that shares of its own capital stock owned by the corporation shall not be voted upon directly or indirectly nor counted as outstanding for the purpose of any stockholders quorum or vote.

10. To conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in this State and in any of the several states, territories, possessions, protectorates and dependencies of the United Sates, the District of Columbia and in foreign countries.

11. In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trademarks and any licenses or other rights or interests therein and thereunder.

ARTICLE III.

The capital stock of the corporation shall consist of Four Hundred (400) Shares of stock, having a par value of One Hundred ($100.00) Dollars per share. All or any part of the capital stock of said corporation, including that subscribed for by the incorporators, may be payable in cash and it may be issued in and for the purchase of property, labor or services, at a just valuation thereof, to be fixed by the Board of Directors at a meeting called for that purposes.

ARTICLE IV.

The amount of capital with which this corporation shall begin business shall be Five Hundred ($500) Dollars.

ARTICLE V.

The principal place of business of this corporation shall be located in the Village of Marathon, County of Monroe, State of Florida. The said corporation shall have full power and authority to transact business and to establish offices and agencies at such other places, both within and without the State of Florida, and in such other parts of the world, and in foreign countries, including the Island of Cuba and its neighboring Islands, as the Board of Directors may authorize.

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ARTICLE VI.

The corporation shall be of perpetual existence.

ARTICLE VII.

The business of the corporation shall be conducted by a board of not less than three nor more than five directors.

ARTICLE VIII.

The names and post office addresses of the first Board of Directors of this corporation who shall hold office for the first year of its existence, are as follows:

Nicholas P. Mitchell	P.O. Box 186	Marathon, Florida
Nicholas P. Mitchell, III	P.O. Box 186	Marathon, Florida
Morgan H. Mitchell	P.O. box 186	Marathon, Florida

The names and post office addresses of the officers of this corporation who shall hold office for the first year of its existence are as follows:

President and Treasurer	Nicholas P. Mitchell
	P.O. box 186
	Marathon, Florida
Vice-President	Nicholas P. Mitchell, III
	P.O. box 186
	Marathon, Florida
Secretary	Morgan H. Mitchell
	P.O. box 186
	Marathon, Florida

ARTICLE IX.

The names and post office addresses of the subscribers to this Certificate of Incorporation, and the number of shares each agree to take, as are follows:

Nicholas P. Mitchell P.O. box 186 Marathon, Florida	2 Shares	$200.00
Nicholas P. Mitchell, III P.O. box 186 Marathon, Florida	2 Shares	$200.00
Morgan H. Mitchell P.O. box 186 Marathon, Florida	1 Share	$200.00

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ARTICLE X.

No contract or other transaction between the corporation and any other firm or corporation shall be affected or invalidated by reason of the fact that any one or more of the directors or officers of this corporation is or are interested in, or is a member, stockholder, director or officer, or are members, stockholders, directors or officers of such other firm or corporation, and any director or officer or officers, individually or jointly, may be a party or parties to, or may be interested in, any contracts or transaction of this corporation or in which this corporation is interested, and no contract, act, or transaction of this corporation with any persons, firm, association or corporation, shall be affected or invalidated by reason of the fact that any director or directors or officer or officers of this corporation is a party or are parties to, or interested in, such contract, act or transaction, or in any way connected with such person or persons, firm, association or corporation, and each and every person who may become a director or officer of this corporation is hereby relieved from any liability that might otherwise exist from thus contracting with this corporation in which he maybe in anywise interested.

ARTICLE XI.

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF the Incorporators have hereunto set their hands and seals this 14^th day of September, A. D. 1956.

/s/ Nicholas P. Mitchell(SEAL)

/s/ Nicholas P. Mitchell III(SEAL)

/s/ Morgan H. Mitchell(SEAL)

STATE OF FLORIDA	)
	)	s.s.
COUNTY OF MONROE	)

I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, NICHOLAS P. MITCHELL, NICHOLAS P. MITCHELL, III, and MORGAN H. MITCHELL to me well known to be the persons described in and who executed the foregoing Certificate of Incorporation, and they acknowledged before me that they executed the same freely and voluntarily for the uses and purposes therein expressed.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at Marathon, Monroe County, Florida, this 11^th day of September, A.D. 1956.

/s/ [signature illegible]

Notary Public, State of Florida at Large

My commission Expires:

Notary Public, State of Florida at large

My commission expires Feb. 8, 1957

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CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

KEYNOTER PUBLISHING COMPANY, INC.

KEYNOTER PUBLISHING COMPANY, INC., a corporation organized and existing under the laws of the State of Florida, does hereby certify:

1. That under date of October 28, 1977, on the written consent of the sole shareholder of the corporation, which has been duly filed with the minutes of the proceedings of the Corporation, the Corporation adopted a resolution setting forth a proposed amendment to the Certificate of Incorporation of said corporation as follows:

RESOLVED, that Article VII of the Certificate of Incorporation of Keynoter Publishing Company, Inc, is hereby amended as follows:

By striking out Article VII in its entirety which now reads as follows:

“The business of this corporation shall be conducted by a board of directors of not less than three nor more than seven directors.”

And by inserting in lieu thereof the following:

“The number of directors of the corporation shall not be less than three, the number of directors to be fixed by, or in the manner provided in, the By-laws.”

IN WITNESS WHEREOF, KEYNOTER PUBLISHING COMPANY, INC. does hereby make this Certificate under its corporate seal and the hand of Ben V. Schneider, Jr., a Vice President, and Charles E. Clark, its Secretary, and the said Vice President and the said Secretary hereby hereunto set their hands and cause the corporate seal of the Corporation to be affixed this 1st day of November, 1977.

KEYNOTER PUBLISHING COMPANY, INC.
By:	/s/ Ben V. Schneider, Jr.
	Ben V. Schneider, Jr. Vice President
By:	/s/ Charles E. Clark
	Charles E. Clark Secretary

STATE OF FLORIDA	)
	)	s.s.
COUNTY OF DADE	)

I, Liset R. Mitchell, a Notary Public in and for the said county aforesaid, hereby certify that Ben V. Schneider, Jr. personally known to me and known to me to be a Vice President of KEYNOTER PUBLISHING COMPANY, INC. a corporation organized and existing under the laws of the State of Florida, and who as such officer executed the foregoing Certificate of Amendment this day, personally appeared before me and acknowledged before me that he executed such Certificate of Amendment as such officer, in the name of and for and on behalf of said Corporation, freely and voluntarily for the uses and purposes therein expressed, and with full authority to do so.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 1st day of November, A.D. 1977.

/s/ Liset R. Mitchell

Notary Public

My commission Expires

STATE OF FLORIDA	)
	)	s.s.
COUNTY OF DADE	)

I, Liset R. Mitchell, a Notary Public in and for the said county aforesaid, hereby certify that Charles E. Clark, personally known to me and known to me to be Secretary of KEYNOTER PUBLISHING COMPANY, INC. a corporation organized and existing under the laws of the State of Florida, and who as such officer executed the foregoing Certificate of Amendment this day, personally appeared before me and acknowledged before me that he executed such Certificate of Amendment as such officer, in the name of and for and on behalf of said Corporation, freely and voluntarily for the uses and purposes therein expressed, and with full authority to do so.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 31st day of October, 1977.

/s/ Liset R. Mitchell

Notary Public

EX-3.1.17

Exhibit 3.1.17

ARTICLES OF INCORPORATION

OF

LEE’S SUMMIT JOURNAL, INC.

The General and Business Corporation Act (Mo.S.A.1943)

I.

The name of the corporation shall be LEE’S SUMMIT JOURNAL, Incorporated.

II.

The registered office of the corporation shall be at 300 West Main Street, Lee’s Summit, Jackson County, Missouri, and the registered agent of said corporation shall be Paul M. Gould, at said address.

III.

That the amount of the capital with which this corporation will commence business is $9,000.00. The authorized stock of this corporation is 300 shares of common stock, all of no par value. All shareholders shall have the right to vote according to the number of shares held by such shareholders, and likewise, on the same basis, to participate in any dividends declared. All of said 300 shares shall be issued before the corporation shall commence business.

It is hereby acknowledged that the entire sum of the capital hereof, $9,000.00, is paid up in lawful money of the United States and has been deposited to the credit of the corporation, and is in the hands of the Board of Directors.

IV.

That the names, places of residence of the shareholders, and the number of shares subscribed by each, are:

Name	Residence	Number of shares
Stanley R. Fike I. Mildred Fike	Fairmount Station, Kansas City, Mo.	100 shares to be issued to them as joint tenants, with right of survivorship, and not as tenants in common.

IV. (Continued)

Name	Residence	Number of shares
Donald R. Eck Lydia Lucile Eck	222 North Michigan Chicago, Illinois	100 shares to be issued to them as joint tenants, with right of survivorship, and not as tenants in common.
Paul M. Gould Irene H. Gould	300 West Main St. Lee’s Summit, Mo.	100 shares to be issued to them as joint tenants with right of survivorship, and not as tenants in common.

V.

That the Board of Directors shall consist of three shareholders, and the names of those agreed upon for the first year are: Stanley R. Fike, Donald R. Eck, and Paul M. Gould.

VI.

That the corporation shall continue perpetually, and without any limitation as to years.

VII.

That the corporation is formed for the following purposes:

(A) To engage in the business of commercial printing;

(B) To sell stationery supplies and printing aids;

(C) To engage in the business of printing and publishing a newspaper, and in connection therewith to do all things necessary and usual in the publication of a newspaper;

(D) To manage, direct and sell advertising, whether through the newspaper or on individual accounts;

(E) Generally, to carry on the business of newspaper proprietors and general publishers; to hold or promote competitions of any description authorized by law, which may be calculated to increase the business of the company or to advertise or promote the sale of any publication issued by it or in which it is interested, and to give prizes in connection with such competitions or otherwise.

(F) To do all and everything necessary, suitable, and proper for the accomplishment of any of the purposes, or the attainment of any of the objects, or the furtherance of any of the powers hereinbefore set forth, either alone or in association with other corporations, firms, or individuals, and to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the aforesaid business or powers, or any part or parts thereof: Provided, the same be not inconsistent with the laws under which this corporation is organized. And further, to borrow money, and to make and issue notes, bonds, debentures, obligations, and evidences of indebtedness of all kinds, whether secured by

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mortgage, deed of trust, pledge, or otherwise, and generally to make and perform agreements and contracts of every kind and description. To the same extent as natural persons might or could do, to purchase or otherwise acquire, and to hold, own, maintain, work, develop, sell, lease, exchange, hire, convey, mortgage, or otherwise dispose of and deal in, lands and leaseholds, and any interest, estate, and rights in real property, and any personal or mixed property, and any franchises, rights, licenses, or privileges necessary, convenient, or appropriate for any of the purposes herein expressed.

IN TESTIMONY THEREOF we have hereunto set our hands this 3rd day of January, 1949.

/s/ Stanley R. Fike

/s/ I. Mildred Fike

/s/ Donald R. Eck

/s/ Lydia Lucile Eck

/s/ Paul M. Gould

/s/ Irene H. Gould

State of Missouri	)
County of Jackson	)	ss.

On this 3rd day of January, 1949, before me personally appeared Stanley H. Fike, I. Mildred Fike, Donald R. Eck, Lydia Lucile Eck, Paul M. Gould, and Irene H. Gould, to me known to be the persons described in and who executed the foregoing instrument and acknowledged that they executed the same as their free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year last above mentioned. My commission expires March 8, 1950.

/s/ Donald C. Earnhow

Notary Public in and for said

County and State.

-3-

State of Missouri	)
County of Jackson	)	ss.

The undersigned, Stanley R. Fike, I. Mildred Fike, Donald R. Eck, Lydia Lucile Eck, Paul M. Gould, and Irene H. Gould, being all of the subscribers, including parties selected as directors for the first year, to the above and foregoing Articles of Agreement for the incorporation of the Lee’s Summit Journal, Incorporated, being duly sworn, upon their oaths, each did say that the statements and matters set forth therein are true.

IN TESTIMONY WHEREOF, the undersigned have hereunto set their hands on the day and year of January 3, 1949.

/s/ Stanley R. Fike

/s/ I. Mildred Fike

/s/ Donald R. Eck

/s/ Lydia Lucile Eck

/s/ Paul M. Gould

/s/ Irene H. Gould

Subscribed and sworn to before me this 3rd day of January, 1949, in my office in Lee’s Summit, Jackson County, Missouri.

/s/ Donald C. Earnhow

Notary Public in and for said

County and State.

My commission expires March 8, 1950.

-4-

ARTICLES OF MERGER

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporations certify the following:

That Lee’s Summit Publishing Company, Inc., a Missouri corporation, and Lee’s Summit Journal, Incorporated, a Missouri corporation, are hereby merged and that the above-named Lee’s Summit Journal, Incorporated, is the surviving corporation;

That immediately prior to the merger Lee’s Summit Publishing Company, Inc. had 10,000 shares of $10.00 par value Common Stock issued and outstanding;

That immediately prior to the merger Lee’s Summit Journal, Incorporated, had 300 shares of no par value Common Stock issued and outstanding;

That the Board of Directors of Lee’s Summit Publishing Company, acting by means of a consent dated June 30, 1988, in lieu of holding a meeting, by a unanimous vote of the members of such board approved the Plan of Merger set forth in these Articles;

That the Board of Directors of Lee’s Summit Publishing Company, Inc., acting by means of a consent dated June 30, 1988, in lieu of holding a meeting, by a unanimous vote of the members of such board approved the Plan of Merger set forth in these Articles;

That the sole shareholder of all 300 shares of Lee’s Summit Journal, Incorporated, stock entitled to be voted, acting by means of a consent dated June 30, 1988, in lieu of holding a meeting, approved the Plan of Merger set forth in these Articles.

That the holders of all 10,000 shares of Lee’s Summit Publishing Company, Inc. stock entitled to be voted, acting by means of a consent dated June 30, 1988, in lieu of holding a meeting, by a unanimous note of such shareholders approved the Plan of Merger set forth in these Articles.

PLAN OF MERGER

(a) Lee’s Summit Publishing Company, Inc. and Lee’s Summit Journal, Incorporated, are hereby merged and Lee’s Summit Journal, Incorporated, is the surviving corporation.

(b) The merger shall become effective upon June 30, 1988, following the issuance of a Certificate of Merger of Lee’s Summit Publishing Company, Inc. and Lee’s Summit Journal, Incorporated, by the Secretary of State of Missouri (the time when the merger shall so become effective being sometimes hereinafter referred to as the “Effective Date”). Upon the Effective Date:

(i) Lee’s Summit Publishing Company, Inc. and Lee’s Summit Journal, Incorporated (sometimes referred to jointly hereinafter as the “Constituent Corporations”) shall be a single corporation, which shall be Lee’s Summit Journal, Incorporated, and the separate existence of Lee’s Summit Publishing Company, Inc. shall cease;

(ii) Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises, of a public and of a private nature, of each of the Constituent Corporations; and all property, real, personal, and mixed, and all debts due on whatever account and all other choses in action, and all and every other interest, of or belonging to or due to each of the Constituent Corporations, shall be taken and deemed to be vested in Surviving Corporation without further act or deed; and the title to all real estate, or any interest therein, vested in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the merger; provided that the officers and Board of Directors of each of the Constituent Corporations are authorized to execute all deeds, assignments, and documents of every nature which they may deem reasonably necessary or appropriate to effectuate a full and complete transfer of ownership;

(iii) Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the merger had not taken place, or Surviving Corporation may be substituted in its place, and neither the rights of creditors nor any liens upon the property of either of the Constituent Corporations shall be impaired by the merger; and

(iv) the aggregate amount of the net assets of the Constituent Corporations which was available for the payment of dividends, immediately prior to the merger, to the extent that the value thereof is not transferred to stated capital by the issuance of shares or otherwise, shall continue to be available for payment of dividends by Surviving Corporation.

(c) The officers, Board of Directors and registered agents and offices of Surviving Corporation immediately prior to the effective date of the merger shall be the same until their respective successors are duly elected and qualified or selected under the provisions of the Articles of Incorporation and Bylaws of the Surviving Corporation.

(d) On the Effective Date, each share of Common Stock of Surviving Corporation which, immediately prior to the Effective Date, is issued and outstanding, shall, without any action on the part of the holder thereof, become treasury shares of Surviving Corporation and shall immediately thereafter be cancelled; and the shares of Common Stock, of Parent Corporation shall, without any action on the part of any holder thereof, be treated as follows:

(i) 5,250 shares issued, outstanding and owned by Clark O. Murray shall be converted into 170.28 shares of Common Stock of Surviving Corporation;

(ii) 1,000 shares issued, outstanding and owned by Margaret O. Murray shall be converted into 32.43 shares of Common Stock of Surviving Corporation;

(iii) 1,000 shares issued, outstanding and owned by Michael C. Murray shall be converted into 32.43 shares of Common Stock of Surviving Corporation;

(iv) 1,000 shares issued, outstanding and owned by Craig R. Murray shall be converted into 32.43 shares of Common Stock of Surviving Corporation;

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(v) 1,000 shares issued, outstanding and owned by Brian D. Murray shall be converted into 32.43 shares of Common Stock of Surviving Corporation;

(vi) 250 shares issued, outstanding and owned by Jack D. and Janet Burton, JTWROS, shall be converted into $2,825.00 cash;

(vii) 250 shares issued, outstanding and owned by Wright S. Coulson shall be converted into $2,825.00 cash; and

(viii) 250 shares issued, outstanding and owned by W. Richard Keene shall be converted into $2,825.00 cash.

As promptly as practicable after the Effective Date, each holder of an outstanding certificate or certificates which, prior to the Effective Date represented shares of Common Stock of Parent Corporation, shall surrender the same to the secretary of Surviving Corporation and such holder or holders shall be entitled to receive in exchange therefor newly issued certificates representing shares of Common Stock of Surviving Corporation or cash as set forth above.

(e) On the Effective Date and until thereafter altered, amended or repealed in accordance with the provisions thereof and applicable law, each of Articles I, II, III, IV, V, VI and VII of the Articles of Incorporation of Surviving Corporation shall be amended in its entirety into the respective one of Articles One, Two, Three, Four, Five, Six and Seven on Exhibit 1, which is attached hereto and made a part hereof; provided that the Surviving Corporation’s Articles of Incorporation are further amended by the addition of Articles Eight, Nine, Ten and Eleven as such Articles appear on said Exhibit 1.

IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporations as of the day and year hereafter acknowledged.

	LEE’S SUMMIT JOURNAL, INCORPORATED
	By:	/s/ [signature illegible]
(Corporate Seal)	Its	President
ATTEST:
/s/ Jack D. Burton
(Secretary)

-3-

	LEE’S SUMMIT PUBLISHING COMPANY, INC.
By:	By;	Clark O. Murray
(Corporate Seal)	Its	President
ATTEST:
Jack D. Burton
(Secretary)

-4-

EXHIBIT 1 - Lee’s Summit Journal, Incorporated

ARTICLE ONE

NAME

The name of the corporation is Lee’s Summit Journal, Incorporated.

ARTICLE TWO

REGISTERED OFFICE AND AGENT

The address, including street and number, if any, of the corporation’s registered office in this state is 2345 Grand Avenue, Suite 2600, Kansas City, Missouri 64108; and the name of its registered agent at such address is Registered Agent, Ltd.

ARTICLE THREE

STOCK

The aggregate number, class and par value, if any, of shares which the corporation shall have authority to issue shall be:

Class	Par Value, if Any, Per Share	Number of Shares
Common	No Par	1,000

No holder of capital stock of this corporation shall be entitled as a matter of right to subscribe for, purchase, or receive any part of any new or additional issue of stock including treasury stock of any class, whether now or hereafter authorized, or of any bonds, notes, debentures, other securities or stock convertible into stock of any class, and all such additional shares of stock, bonds, notes, debentures, other securities or stock convertible into stock may be issued and disposed of by the Board of Directors to such person or persons on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided, however, that any holder of Stock of this corporation, whether or not a holder of any of the stock of this Corporation currently authorized above, shall have the pre-emptive rights, if any, authorized under Missouri law with respect to any stock of this corporation authorized and issued in excess of the above authorized 1,000 shares of stock. For the purposes of this Article Three, any issuance of Stock of this corporation, including but not limited to treasury stock, shall be deemed to be out of the 1,000 currently authorized shares of stock of this corporation except to the extent said issuance causes the issued and outstanding stock of this corporation at the time of said issuance to exceed 1,000 shares.

ARTICLE FOUR

RESERVATION OF RIGHTS

Any person, upon becoming the owner or holder of any shares of stock or other securities issued by this corporation, does thereby consent and agree that all rights, powers, privileges, obligations or restrictions pertaining to such securities in any way may be altered, amended, restricted, enlarged or repealed by legislative enactments of the State of Missouri or of the United States hereafter adopted which have reference to or affect corporations or such securities in any way; and that the corporation reserves the right to transact any business for the corporation, to alter, amend or repeal these Articles of Incorporation, or to do any other act or things as authorized, permitted or allowed by such legislative enactments.

ARTICLE FIVE

DIRECTORS

The number of directors which shall constitute the Board of Directors shall be fixed from time to time by or in the manner provided in the bylaws of the Corporation, provided that the number of directors shall not be less than three (3), and provided, further, that until a different number is fixed by or in the manner provided in the Bylaws, the number of directors which shall constitute the Board of Directors now shall be five (5). Any change in the number of directors shall be reported to the Secretary of State within thirty (30) calendar days following such change.

ARTICLE SIX

DURATION

The duration of the corporation is perpetual.

ARTICLE SEVEN

OBJECTS, PURPOSES AND POWERS

The corporation is formed for the following purposes:

(a) To operate a newspaper or shopper publication, commercial printing, or newspaper, shopper or printing distribution business;

(b) To engage in any commercial, mercantile, manufacturing, mining, industrial, importing, exporting or trading business, venture, activity or service or other business, venture, activity or service of any kind or type, whether for its own account, for the account of another, as a general partner, a limited partner, or a joint venturer;

-2-

(c) To engage in scientific and technological research and pursuits of every lawful kind and description and to utilize, employ and exploit any and all knowledge resulting therefrom;

(d) To purchase, lease, rent, accept or otherwise acquire, own, hold, sell, mortgage, charge, exchange, encumber, or dispose of in any manner whatsoever, invest, trade and deal in and with real and personal property of every kind and description, whether tangible or intangible, corporeal or incorporeal;

(e) To carry on the above and any other lawful business and to do any and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any or all of the objects hereinbefore enumerated or for the enhancement of the value of the property of the corporation or which shall at any time appear conducive thereto, including, without limitation, the making of political contributions in the manner and to the extent permitted by law and the establishment, financing and maintenance of political committees in the manner and to the extent permitted by law, either as principal, agent, for its own or another’s account, as a general partner, a limited partner, or a joint venturer; and further to have all the rights, powers and privileges now or hereafter conferred by the laws of the State of Missouri or under any act amendatory thereof, supplemental thereto or substituted therefor.

The objects and purposes specified in the foregoing clauses of this Article Seven shall, except where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of these Articles of Incorporation, and shall be construed as powers as well as objects and purposes.

ARTICLE EIGHT

CERTAIN TRANSACTIONS

No contract or transaction between the corporation and one or more of its directors or officers or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest shall be void or voidable solely for this reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose.

ARTICLE NINE

INDEMNIFICATION

(a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director (hereinafter referred to in this Article Nine as the “Representative” or a “Representative”) of the corporation, or is or was a Representative and is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including,

-3-

without limitation, attorneys’ and accountants’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such indemnification (unless ordered by a court) shall be made as authorized in a specific case upon a determination that indemnification of the Representative is proper in the circumstances because he has met the applicable standards of conduct set forth in The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or if such quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of shareholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a Representative and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b) The corporation may purchase and maintain insurance on behalf of any person against any liability asserted against him and incurred by him in any capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

ARTICLE TEN

AMENDMENTS TO BYLAWS

The bylaws of the corporation may from time to time be altered, amended, suspended or repealed or new bylaws may be adopted by the shareholders or by the Board of Directors. The power of the directors to alter, amend, suspend or repeal the bylaws or any portion thereof may be denied as to any bylaws or portion thereof enacted by the shareholders if at the time of such enactment the shareholders shall so expressly provide.

ARTICLE ELEVEN

CAPTIONS

The captions and subcaptions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of these Articles nor the intent of any provision thereof.

-4-

Charter #73679

SURVIVING CORP	Lee’s Summit Journal, Incorporated
SHARES	300 c @ NP	increase to 1000 c @ NP
ISSUED	300	300
un-issued		700

MERGING CORPORATIONS

1. Charter #275399

CORP. NAME	Lee’s Summit Publishing Company, Inc.
SHARES	75,000 c @ $10.00
issued	10,000

2. Charter #            

CORP. NAME

SHARES

issued

3. Charter #            

CORP. NAME

SHARES

issued

4. Charter #            

CORP. NAME

SHARES

issued

SHARE EXCHANGE	SURVIVING SHARES OUTSTANDING
#1                 5250 for 170.28	700
#2                 1000 for 32.43	170.28
#3                 1000 for 32.43	569.72
#4                 1000 for 32.43	32.43
1000       32.43	537.29
	32.43
250 for cash $2,825	494.86
250 for cash $2,825	32.43
250 for cash $2,825	462.43
10,000 total	32.43
	430.

TAX CLEARANCE                                                                                                                                                                                     

FILING FEE                                                          

-5-

Evelyn Talbott

7/11/88

TAX CLEARNACE - MERGERS

	Bal. Due C 87 450.76
#00275398	HARRISONVILLE PUBLISHING COMPANY, INC. (SEE ATTACHED)		6/30/88
#00275399	LEE’S SUMMIT PUBLISHING COMPANY, INC.		6/30/88
#00117406	MID-WEST MEDICAL LABORATORY, INC. (see attached reports)		7/7/88
#00207863	ORCHARD BOX CO.		7/5/88
#F00240696	WESTERN AIR LINES, INC. /s/ we have the report	(corporation forfeited on 4/22/87) (see attached report)	4/1/87
#00189676	MIDSTATES INVESTMENT CO., INC.		7/5/88

[initials illegible]

7-12-88

-6-

	State of Missouri
	Rebecca McDowell Cook, Secretary of State
	P.O. Box 778, Jefferson City, MO 65102
	Corporation Division

Statement of Change of Registered Agent and/or

Registered Office

By a Foreign or Domestic For Profit or Nonprofit Corporation

Charter No. _00073679

(1) The name of the corporation is: Lee’s Summit Journal, Incorporated

(2) The address, including street and number, of its present registered office (before change) is:

2345 Grand Avenue, Suite 2600, Kansas City, MO 64108

(3) The address, including street number, of its registered office is hereby changed to:

CT Corporation Systems, 120 S. Central Avenue, Clayton, MO. 63105

Address (P.O. Box may only be used in conjunction with a physical street address) City/State/Zip

(4) The name of its present registered agent (before change) is: Registered Agent, Ltd.

(5) The name of the new registered agent is: CT Corporation System

Authorized signature of new registered agent must appear below:

/s/ NASEEM A. CONDE SPECIAL ASST. SECRETARY

(6) The address of its registered office and the address of the office of its registered agent, as changed, will be identical.

In affirmation of the facts stated above,

/s/ Lynda Hauswirth	Lynda Hauswirth
(Authorized Signature of officer or, if applicable, chairman of the board)	(Printed Name)
Assistant Vice President	5/14/2001
(Title)	(Date of Signature)

[SEAL]

-7-

TO BE FILED IN DUPLICATE. NO FEE Form No. 1

Please read instructions on back

of report before attempting to

execute.

Certificate of Change of Registered Agent and Registered Office

by Foreign or Domestic Corporations

STATE OF Missouri	)
	)	ss.
Jackson                              COUNTY	)

To SECRETARY OF STATE,

Jefferson City, Missouri. Charter No.   73679  

The undersigned corporation, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of “The General and Business Corporation Act of Missouri,” represents that:

1. The name of the corporation is Lee’s Summit Journal, Inc.

2. The name of its FORMER registered agent is Paul M. Gould

3. The address, including street and number, if any, of its FORMER registered office is 300 Southwest Main, Lee’s Summit, Mo.

4. The name of the NEW registered agent is W. Ferrell Shuck

5. Its registered office is hereby CHANGED TO 12 West Third, Lee’s Summit, Mo. 64063

(including street and number if any change in the registered office is to be made.)

6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7. Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its

Vice-President                                                                                          , attested by its Secretary                                                     

(PRESIDENT OR VICE-PRESIDENT)                                                                       (SECRETARY OR ASSISTANT SECRETARY)

This 8th day of August, A.D. 1967.

Lee’s Summit Journal, Inc.
By	/s/ W. Ferrell Shuck
	VICE-PRESIDENT

[SEAL]

[signature illegible]

SECRETARY OR ASSISTANT SECRETARY

STATE OF Missouri	)
	)	ss.
COUNTY OF Jackson	)

I, [Illegible], a Notary Public, do hereby certify that on the 8th day of August, A.D. 1967, personally appeared before me W. Ferrell Shuck who declares he is Vice-President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

[Notarial Seal]	My Commission Expires April 17, 1970	[signature illegible]
		NOTARY PUBLIC

CHANGE OF REGISTERED AGENT

AND OFFICE OF

Lee’s Summit Journal, Inc.

12 West Third Street

Lee's Summit, Mo. 64063

NOTICE

This certificate must be filed in duplicate. The corporation cannot act as its own registered agent. The registered office may be, but need not be, the same as the place of business of the corporation, but the registered office and the registered address of the agent must be the same.

Any subsequent change in the registered office or agent must be immediately reported to the Secretary of State on blanks furnished for that purpose.

FILED

AUG 29 1965

[signature illegible]

SECRETARY OF STATE

	STATE OF MISSOURI . . . Office of Secretary of State ROY D. BLUNT, Secretary of State
	Amendment of Articles of Incorporation (To be submitted in duplicate by an attorney)

HONORABLE ROY D. BLUNT

SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778

JEFFERSON CITY, MO 65102

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is LEE’S SUMMIT JOURNAL, INCORPORATED

The name under which it was originally organized was LEE’S SUMMIT JOURNAL, INCORPORATED

2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on November 25, 1985.

3. Article Number V is amended to read as follows:

V.

The number of directors which shall constitute the Board of Directors shall be fixed from time to time by or in the manner provided in the Bylaws of the Corporation, provided that the number of directors shall not be less than three (3), and provided, further, that until a different number is fixed by or in the manner provided in the Bylaws, the number of directors which shall constitute the Board of Directors now shall be five (5). Any change in the number of directors shall be reported to the Secretary of State within thirty (30) calendar days following such change.

(If more than one article is to be amended or more space is needed attach fly sheet.)

4. Of the 300 shares outstanding, 300 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	300

5. The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
Common	300	-0-

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

N/A

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

N/A

7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

N/A

IN WITNESS WHEREOF, the undersigned,                     Clark O. Murray                                                         

                                             President,                                                          has executed this instrument and its

                                     Secretary, Jack D. Burton,                                     has affixed its corporate seal hereto and

attested said seal on the                             25th                              day of                     November                     , 1985  .

LEE’S SUMMIT JOURNAL, INCORPORATED

Name of Corporation

ATTEST:

/s/ Jack D. Burton	/s/ Clark O. Murray
Secretary or Assistant Secretary	President or Vice-President
Jack D. Burton, Secretary	Clark O. Murray, President

STATE OF Kansas	)
County of         JOHNSON	)	ss

I, Carlene Bauer, a Notary Public, do hereby certify that on the 25 day of November, 1985, personally appeared before me Clark O. Murray who, being by me first duly sworn, declared that he is the President of Lee’s Summit Journal, Incorporated that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

[Notarial Seal]	Carlene Bauer
	My Commission Expires June 2, 1988

RESTATEMENT OF THE

ARTICLES OF INCORPORATION

OF

LEE’S SUMMIT JOURNAL, INCORPORATED

The undersigned natural persons, being the duly elected and acting President and Secretary, respectively, of Lee’s Summit Journal, Incorporated, hereby verify that this Restatement of said corporation’s Articles of Incorporation correctly sets forth without change the corresponding provisions of the Articles of Incorporation as heretofore amended, that these Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto, and that these Restated Articles of Incorporation were unanimously adopted by means of a written consent dated June 30, 1988 executed by the holders of all 300 outstanding shares (300 for, 0 against) of the corporation’s stock. The Restated Articles of Incorporation are as follows:

ARTICLE ONE

NAME AND INCORPORATORS

The name of the corporation is Lee’s Summit Journal, Incorporated. The incorporators, their addresses and the number of shares each originally held were: Stanley R. and I. Mildred Fike, Fairmount Station, Kansas City, Missouri (100 shares as Joint Tenants WROS); Donald R. and Lydia Lucile Eck, 222 North Michigan, Chicago, Illinois (100 shares as Joint Tenants WROS); and Paul M. and Irene H. Gould, 300 West Main Street, Lee’s Summit, Missouri (100 shares as Joint Tenants WROS).

ARTICLE TWO

REGISTERED OFFICE AND AGENT

The address, including street and number, if any, of the corporation’s registered office in this state is 2345 Grand Avenue, Suite 2600, Kansas City, Missouri 64108; and the name of its registered agent at such address is Registered Agent, Ltd.

ARTICLE THREE

STOCK

The aggregate number, class and par value, if any, of shares which the corporation shall have authority to issue shall be:

Class	Par Value, if Any, Per Share	Number of Shares
Common	No Par	1,000

No holder of capital stock of this corporation shall be entitled as a matter of right to subscribe for, purchase, or receive any part of any new or additional issue of stock including treasury stock of any class, whether now or hereafter authorized, or of any bonds, notes, debentures, other securities or stock convertible into stock of any class, and all such additional shares of stock, bonds, notes, debentures, other securities or stock convertible into stock may be issued and disposed of by the Board of Directors to such person or persons on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided, however, that any holder of Stock of this corporation, whether or not a holder of any of the stock of this Corporation currently authorized above, shall have the pre-emptive rights, if any, authorized under Missouri law with respect to any stock of this corporation authorized and issued in excess of the above authorized 1,000 shares of stock. For the purposes of this Article Three, any issuance of Stock of this corporation, including but not limited to treasury stock, shall be deemed to be out of the 1,000 currently authorized shares of stock of this corporation except to the extent said issuance causes the issued and outstanding stock of this corporation at the time of said issuance to exceed 1,000 shares.

ARTICLE FOUR

RESERVATION OF RIGHTS

Any person, upon becoming the owner or holder of any shares of stock or other securities issued by this corporation, does thereby consent and agree that all rights, powers, privileges, obligations or restrictions pertaining to such securities in any way may be altered, amended, restricted, enlarged or repealed by legislative enactments of the State of Missouri or of the United States hereafter adopted which have reference to or affect corporations or such securities in any way; and that the corporation reserves the right to transact any business for the corporation, to alter, amend or repeal these Articles of Incorporation, or to do any other act or things as authorized, permitted or allowed by such legislative enactments.

ARTICLE FIVE

DIRECTORS

The number of directors which shall constitute the Board of Directors shall be fixed from time to time by or in the manner provided in the bylaws of the Corporation, provided that the number of directors shall not be less than three (3), and provided, further, that until a different number is fixed by or in the manner provided in the Bylaws, the number of directors which shall constitute the Board of Directors now shall be five (5). Any change in the number of directors shall be reported to the Secretary of State within thirty (30) calendar days following such change.

-2-

ARTICLE SIX

DURATION

The duration of the corporation is perpetual.

ARTICLE SEVEN

OBJECTS, PURPOSES AND POWERS

The corporation is formed for the following purposes:

(a) To operate a newspaper or shopper publication, commercial printing, or newspaper, shopper or printing distribution business;

(b) To engage in any commercial, mercantile, manufacturing, mining, industrial, importing, exporting or trading business, venture, activity or service or other business, venture, activity or service of any kind or type, whether for its own account, for the account of another, as a general partner, a limited partner, or a joint venturer;

(c) To engage in scientific and technological research and pursuits of every lawful kind and description and to utilize, employ and exploit any and all knowledge resulting therefrom;

(d) To purchase, lease, rent, accept or otherwise acquire, own, hold, sell, mortgage, charge, exchange, encumber, or dispose of in any manner whatsoever, invest, trade and deal in and with real and personal property of every kind and description, whether tangible or intangible, corporeal or incorporeal;

(e) To carry on the above and any other lawful business and to do any and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any or all of the objects hereinbefore enumerated or for the enhancement of the value of the property of the corporation or which shall at any time appear conducive thereto, including, without limitation, the making of political contributions in the manner and to the extent permitted by law and the establishment, financing and maintenance of political committees in the manner and to the extent permitted by law, either as principal, agent, for its own or another’s account, as a general partner, a limited partner, or a joint venturer; and further to have all the rights, powers and privileges now or hereafter conferred by the laws of the State of Missouri or under any act amendatory thereof, supplemental thereto or substituted therefor.

The objects and purposes specified in the foregoing clauses of this Article Seven shall, except where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of these Articles of Incorporation, and shall be construed as powers as well as objects and purposes.

-3-

ARTICLE EIGHT

CERTAIN TRANSACTIONS

No contract or transaction between the corporation and one or more of its directors or officers or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest shall be void or voidable solely for this reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose.

ARTICLE NINE

INDEMNIFICATION

(a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director (hereinafter referred to in this Article Nine as the “Representative” or a “Representative”) of the corporation, or is or was a Representative and is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys’ and accountants’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such indemnification (unless ordered by a court) shall be made as authorized in a specific case upon a determination that indemnification of the Representative is proper in the circumstances because he has met the applicable standards of conduct set forth in The General and Business Corporation Law of Missouri now in effect or as hereafter amended. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or if such quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of sharehodlers or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a Representative and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b) The corporation may purchase and maintain insurance on behalf of any person against any liability asserted against him and incurred by him in any capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

-4-

ARTICLE TEN

AMENDMENTS TO BYLAWS

The bylaws of the corporation may from time to time be altered, amended, suspended or repealed or new bylaws may be adopted by the shareholders or by the Board of Directors. The power of the directors to alter, amend, suspend or repeal the bylaws or any portion thereof may be denied as to any bylaws or portion thereof enacted by the shareholders if at the time of such enactment the shareholders shall so expressly provide.

ARTICLE ELEVEN

CAPTIONS

The captions and subcaptions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of these Articles nor the intent of any provision thereof.

IN WITNESS WHEREOF, the undersigned, W. Ferrell Shuck, President of Lee’s Summit Journal, Incorporated, has executed this instrument and Jack D. Burton, Secretary of said corporation, has affixed its corporate seal hereto and attested said seal on the 1st day of October, 1988.

(SEAL)

	LEE’S SUMMIT JOURNAL, INCORPORATED
ATTEST:
/s/ Jack D. Burton	By	/s/ W. Ferrell Shuck
Jack D. Burton, Secretary		W. Ferrell Shuck, President

-5-

STATE OF KANSAS	)
	)	s.s.
COUNTY OF JOHNSON	)

I, Harry E. Wigner, Jr., a Notary Public, do hereby certify that on this 1^st day of October, 1988, personally appeared before me W. Ferrell Shuck, who, being by me first duly sworn, declared that he is the President of Lee’s Summit Journal, Incorporation; that he signed the foregoing document as President of the corporation; and that the statements therein contained are true.

/s/ Harry E. Wigner, Jr.

Notary Public

My Commission expires:

March 15, 1992

STATE OF KANSAS	)
	)	s.s.
COUNTY OF JOHNSON	)

I, Harry E. Wigner, Jr., a Notary Public, do hereby certify that on this 1^st day of October, 1988, personally appeared before me Jack D. Burton, who, being by me first duly sworn, declared that he is the President of Lee’s Summit Journal, Incorporation; that he signed the foregoing document as President of the corporation; and that the statements therein contained are true.

/s/ Harry E. Wigner, Jr.

Notary Public

My Commission expires:

March 15, 1992

-6-

STATEMENT OF REDUCTION OF STATED CAPITAL

OF

LEE’S SUMMIT JOURNAL, INCORPORATED

The undersigned, Lee’s Summit Journal, Incorporated, a Missouri corporation (herein the “Company” or the “Corporation”), for the purpose of reducing the stated capital of the Company, in accordance with The General and Business Corporation Law of Missouri, does hereby make and execute this Statement of Reduction of Stated Capital:

FIRST. The name of the Company is Lee’s Summit Journal, Incorporated.

SECOND. The following resolutions, adopting an Amendment to Article THREE of the Company’s Articles of Incorporation, and setting forth the reduction of the stated capital of the Company, and the manner for effecting the same concurrently with the effectiveness of said Amendment to the Company’s Articles of Incorporation, were unanimously adopted by the stockholders of the Company, to-wit:

BE IT RESOLVED, that whereas the Board of Directors of the Company has adopted a resolution declaring the advisability of the adoption by the stockholders of the following Amendment to the Articles of Incorporation of the Company in lieu of the existing Article Three and whereas the stockholders have duly considered the proposed Amendment and have determined it to be in the best interests of the Company that the same be adopted, now, therefore, the stockholders of the Company hereby adopt the following Amendment to the Articles of Incorporation of the Company as a substitute for the existing Article Three, to-wit:

ARTICLE THREE

The aggregate number and classes of shares of capital stock which the Corporation shall have authority to issue shall be:

Class	Par Value	Number of Shares
Class A Common	No Par	1,000
Class B Common	No Par	1,000

The Class A Common Stock and Class B Common Stock shall be identical in all respects, except that the holders of Class B Common Stock shall have no voting power for any purpose whatsoever and the holders of Class A Common Stock shall, to the exclusion of the holders of Class B Common Stock, have full voting power for all purposes.

No holder of capital stock of this Corporation shall be entitled as a matter of right to subscribe for, purchase, or receive any part of any new or additional issue of stock including treasury stock of any class, whether now or hereafter authorized, or of any bonds, notes, debentures, other securities or stock convertible into stock of any class, and all such additional shares of stock, bonds, notes, debentures, other securities or stock convertible into stock may be issued and disposed of by the Board of Directors to such person or persons on

such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided, however, that any holder of Stock of this Corporation, whether or not a holder of any of the stock of this Corporation currently authorized above, shall have the pre-emptive rights, if any, authorized under Missouri law with respect to any stock of this Corporation authorized and issued in excess of the above authorized 2,000 shares of stock. For the purposes of this Article Three, any issuance of Stock of this Corporation, including but not limited to treasury stock, shall be deemed to be out of the 2,000 currently authorized shares of stock of this Corporation except to the extent said issuance causes the issued and outstanding stock of this Corporation at the time of said issuance to exceed 2,000 shares. Upon the effective date of said amendment to Article Three of the Articles of Incorporation immediately and automatically each share of common stock with no par value then outstanding shall be known as a share of Class A Common Stock with no par value and thereafter the officers shall execute and exchange stock certificates evidencing one share of Class A Common Stock with no par value for each share of common stock with no par value then outstanding.

and the officers and Directors of the Company are hereby authorized and directed to take such actions as they deem necessary or appropriate in order to complete the process of so amending the Articles of Incorporation, including, without limitation by filing such documents and recording the same in such offices as are necessary or appropriate under Missouri law.

BE IT FURTHER RESOLVED, that whereas the Board of Directors of the Company has determined it to be advisable for the Company to reduce its stated capital immediately following the effectiveness of the aforesaid Amendment to the Company’s Articles of Incorporation, and whereas the stockholders hereby make the same determination, now therefore the Company’s stated capital is reduced, effective concurrently with the effective date of the aforesaid Amendment, by transferring from the Company’s stated capital to the Company’s paid-in surplus $15.00 for each of the Company’s 300 shares of common stock which were issued immediately prior to the effectiveness of said Amendment, which constitutes a reduction of stated capital of $4,500.00 so that the stated capital of the Company shall be reduced from $9,000.00 to $4,500.00 and the paid in surplus of the Company shall be increased from $0.00 to $4,500.00; provided that upon the effectiveness of this reduction of stated capital said reduction shall be effected by each share of common stock with no par value then outstanding becoming known as a share of Class A Common Stock with no par value per share; provided further that the officers and Directors of the Company are hereby authorized and directed to take such steps as they deem necessary or appropriate in order to complete the process of so reducing the Company’s stated capital, including, without limitation by filing such documents and recording the same in such offices as are necessary or appropriate under Missouri law.

THIRD. The number of shares of stock of the Company outstanding and entitled to vote on the reduction of stated capital was 300 shares of common stock with no par value per share.

FOURTH. The foregoing reduction of stated capital was, in accordance with the provisions of The General and Business Corporation Law of Missouri, adopted by written consent signed by all

-2-

of the stockholders of the Company entitled to vote thereon, such consent having the same force and effect as a unanimous vote of the stockholders thereon at a meeting duly held. Consequently, the number of shares voted for the foregoing reduction of stated capital was 300 and the number of shares voted against such reduction was none.

IN WITNESS WHEREOF, the undersigned, Jack D. Burton Vice President/Finance of Lee’s Summit Journal, Incorporated, has executed this instrument and its Secretary, Jack D. Burton, has affixed its corporate seal hereto and attested said seal on the 3rd day of November, 1992.

(SEAL)

	LEE’S SUMMIT JOURNAL, INCORPORATED
/s/ Jack D. Burton	/s/ Jack D. Burton
Jack D. Burton, Secretary	Jack D. Burton, Vice President/Finance

STATE OF KANSAS	)
	)	ss
COUNTY OF JOHNSON	)

I, Carlene Bauer, a Notary Public, do hereby certify that on this 3rd day of November, 1988, personally appeared before me Jack D. Burton, who, being by me first duly sworn, declared that he is the Vice President/Finance and Secretary of Lee’s Summit Journal, Incorporation; that he signed the foregoing document as President of the corporation; and that the statements therein contained are true.

/s/ Carlene Bauer

Notary Public

(NOTARIAL SEAL)

My Commission expires:

June 2, 1996

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	STATE OF MISSOURI . . .Office of Secretary of State Roy D. Blunt, Secretary of State
	Amendment of Articles of Incorporation
	(To be submitted in duplicate)

HONORABLE ROY D. BLUNT

SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778

JEFFERSON CITY, MO 65102

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is Lee’s Summit Journal, Incorporated

The name under which it was originally organized was Lee’s Summit Journal, Incorporated

2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders by means of executing a unanimous written consent pursuant to §351.273 R.S. Mo. on November 3, 1992.

3. Article Number Three is amended to read as follows:

(See Attached Page)

(If more than one article is to be amended or more space is needed attach fly sheet.)

4. Of the 300 shares outstanding, 300 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	300

5. The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
Common	300	-0-

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

Not applicable

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

200 shares of no par stock (1,000 shares of No Par Class A Common Stock and 1,000 shares of No Par Class B Common Stock) will be authorized but only 300 shares of No Par Class A Common Stock will be presently issued (See Item 7).

7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

Upon the effective date of the amendment, each of the 300 shares of No par Common Stock now outstanding shall be exchanged for a share of No Par Class A Common Stock.

IN WITNESS WHEREOF, the undersigned, Jack D. Burton, Vice-President/Finance of Lee’s Summit Journal, Incorporated, has executed this instrument and its Secretary, Jack D. Burton, has affixed its corporate seal hereto and attested said seal on the 3^rd day of November, 1992.

[SEAL]

LEE’S SUMMIT JOURNAL, INCORPORATED

Name of Corporation

ATTEST:

/s/ Jack D. Burton	/s/ Jack D. Burton
Jack D. Burton, Secretary	Jack D. Burton, Vice President/Finance

STATE OF KANSAS	)
	)	ss
COUNTY OF JOHNSON	)

I, Carlene Bauer, a Notary Public, do hereby certify that on this 3rd day of November, 1992, personally appeared before me Jack D. Burton, who, being by me first duly sworn, declared that he is the Vice-President/Finance and Secretary of Lee’s Summit Journal, Incorporated; that he signed the foregoing document as Vice-President/Finance and Secretary of the corporation; and that the statements therein contained are true.

[NOTARIAL SEAL]

/s/ Carlene Bauer

Notary Public

My Commission expires: June 2, 2006

AMENDED ARTICLE OF

LEE’S SUMMIT JOURNAL, INCORPORATED

ARTICLE THREE

The aggregate number and classes of shares of capital stock which the Corporation shall have authority to issue shall be:

Class	Par Value	Number of Shares
Class A Common	No Par	1,000
Class B Common	No Par	1,000

The Class A Common Stock and Class B Common Stock shall be identical in all respects, except that the holders of Class B Common Stock shall have no voting power for any purpose whatsoever and the holders of Class A Common Stock shall, to the exclusion of the holders of Class B Common Stock, have full voting power for all purposes.

No holder of capital stock of this Corporation shall be entitled as a matter of right to subscribe for, purchase, or receive any part of any new or additional issue of stock including treasury stock of any class, whether now or hereafter authorized, or of any bonds, notes, debentures, other securities or stock convertible into stock of any class, and all such additional shares of stock, bonds, notes, debentures, other securities or stock convertible into stock may be issued and disposed of by the Board of Directors to such person or persons on such terms and for such consideration (so far as may be permitted by law) as the Board of Directors, in their absolute discretion, may deem advisable; provided, however, that any holder of Stock of this Corporation, whether or not a holder of any of the stock of this Corporation currently authorized above, shall have the pre-emptive rights, if any, authorized under Missouri law with respect to any stock of this Corporation authorized and issued in excess of the above authorized 2,000 shares of stock. For the purposes of this Article Three, any issuance of Stock of this Corporation, including but not limited to treasury stock, shall be deemed to be out of the 2,000 currently authorized shares of stock of this Corporation except to the extent said issuance causes the issued and outstanding stock of this Corporation at the time of said issuance to exceed 2,000 shares.

Upon the effective date of said amendment to Article Three of the Articles of Incorporation immediately and automatically each share of common stock with no par value then outstanding shall be known as a share of Class A Common Stock with no par value and thereafter the officers shall execute and exchange stock certificates evidencing one share of Class A Common Stock with no par value for each share of common stock with no par value then outstanding.

	STATE OF MISSOURI
	James C. Kirkpatrick, Secretary of State
	Corporation Division

Statement of Change of Registered Agent or Registered Office

by Foreign or Domestic Corporations

To	SECRETARY OF STATE,
	Jefferson City, Missouri.	Charter No. 73679

The undersigned corporation, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of “The General and Business Corporation Act of Missouri,” represents that:

1. The name of the corporation is LEE’S SUMMIT JOURNAL, INCORPORATED

2. The name of its PRESENT registered agent (before change) is W. Ferrell Shuck

3. The name of the new registered agent is Registered Agent, Ltd.

4. The address, including street number, if any, of its PRESENT registered office (before change) is 12 West Third, Lee’s Summit, MO 64063

5. Its registered office (including street number, if any change is to be made) is hereby CHANGED TO

2345 Grand Avenue, Suite 2600, Kansas City, MO 64108

6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

(Over)

7. Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its PRESIDENT OR VICE-PRESIDENT, attested by its SECRETARY OR ASSISTANT SECRETARY this

19^th day of December, A.D.1985

LEE’S SUMMIT JOURNAL, INCORPORATED
	NAME OF CORPORATION
By	/s/ Clark O. Murray
	Clark O. Murray, President

Attest:

/s/ Jack D. Burton

SECRETARY OR ASSISTANT SECRETARY

Jack D. Burton, Secretary

STATE OF KANSAS	)
	)	ss.
COUNTY OF JOHNSON	)

I, Carlene Bauer, a Notary Public, do hereby certify that on the 19^th day of December, A.D. 1985, personally appeared before me Clark O. Murray, who declares he is the President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

/s/ Carlene Bauer

My term expires on June 2, 1988

AFFIDAVIT OF RECORDING OF ARTICLES OF

INCORPORATION

STATE OF MISSOURI	)		FILING FEE DUE . . .    $4.50
	)	ss.
COUNTY OF JACKSON	)

We, the undersigned, Stanley R. Fike, I. Mildred Fike, Donald R. Eck, Lydia Lucile Eck, Paul M. Gould, and Irene H. Gould, being all the directors of Lee’s Summit Journal, Incorporated a corporation formed under the laws of Missouri as shown by Certificate No. 73679 issued on the 15th day of January, 1949, by the Secretary of State, do upon our oath state that the Articles of Incorporation to which was attached a certified copy of the Certificate, was filed for record in the office of the Recorder of Deeds in Independence, county* of Jackson, on the 24th day of January, 1949.

	Stanley R. Fike
	I. Mildred Fike
	Donald R. Eck
(To be executed by all of the directors)	Lydia Lucile Eck
	Paul M. Gould
	Irene H. Gould

Subscribed and sworn to before me this 4^th day of February A.D. 1949. My commission expires March 8, 1950.

/s/ Donald C. Earnshaw

* If in St. Louis omit reference county.

EX-3.1.18

Exhibit 3.1.18

ARTICLES OF INCORPORATION OF

LEXINGTON HERALD-LEADER CO.

KNOW ALL MEN BY THESE PRESENTS:

That we, JOHN G. STOLL, FRED B. WACHS, and GAYLE A. MOHNEY, all of Lexington, Fayette County, Kentucky, do hereby associate ourselves together for the purpose of forming a corporation under and by virtue of the provisions of Chapter 271 of the Kentucky Revised Statutes.

ARTICLE I.

The name of the corporation shall be LEXINGTON HERALD-LEADER CO.

ARTICLE II.

The purposes of the corporation and the nature and objects of the business proposed to be carried on and transacted by it are to print, publish, sell and distribute newspapers, journals, magazines, books, and other periodicals and literary works; to carry on the business of printers, engravers, publishers, book binders and art journalists; to serve as news agents, journalists, literary agents and stationers, and to carry on the business of manufacturers and distributors of engravings, prints, photographs and printed productions; to carry on the business of advertising agents and contractors and designers of advertisements in all branches; to carry on a general printing, engraving, lithographing, electric typing, printing and publishing business and all the branches thereof; to acquire, hold, dispose of, pledge or mortgage any property, both real and personal, as its purposes may require; to acquire, hold, mortgage, pledge or dispose of shares, bonds, securities or other evidences of any domestic or foreign corporations; and to do and perform every act and thing necessary and incident to the aforesaid businesses of the corporation.

ARTICLE III.

The existence of the corporation shall commence upon the issuance of the Certificate of Incorporation and it a duration shall be perpetual unless sooner dissolved by action of its stockholders in accordance with the Statutes of the State of Kentucky.

ARTICLE IV.

The registered office of the corporation in this state shall be 237 West Short Street, Lexington, Kentucky, and the name and address of its resident agent in this state are: Fred B. Wachs, Herald-Leader Building, 237 West Short Street, Lexington, Kentucky.

ARTICLE V.

The total authorized number of its shares of capital stock shall be one thousand (1,000) shares of Common Stock, without nominal or par value; the Board of Directors of the corporation nay from tine to time fix the consideration for which the same may be issued: and said shares of Cession Stock shall have full and unlimited voting power and each share shall be entitled to one (l) vote.

ARTICLE VI.

The amount of capital with which the corporation shall begin business shall be not less than Fifty Thousand Dollars ($50,000.00) in cash or property taken at the valuation as provided by law.

ARTICLE VII.

The name and address of each incorporator and the number of shares subscribed by each are as follows:

Name	Address	No. of Shares
John G. Stoll	237 West Short Street, Lexington, Kentucky	100
Fred B. Wachs	237 West Short Street, Lexington, Kentucky	1
Gayle A. Mohney	310 First National Bank Building, Lexington, Kentucky	1

-2-

ARTICLE VIII.

The affairs and business of the corporation shall be managed by a Board of Directors consisting of three (3) Members, who need not be stockholders of the corporation and who shall be elected at the first meeting of the stockholders of the corporation. The Board of Directors shall have power and authority to adopt by-laws to govern the affairs of the corporation not inconsistent with these Articles of Incorporation or the Statutes of the State of Kentucky.

ARTICLE IX.

The private property of the stockholders shall not be subject to the payment of the debts of the corporation to any extent.

IN WITNESS WHEREOF, we have hereunto subscribed our names this October 29, 1953.

/s/ John G. Stoll

JOHN G. STOLL

/s/ Fred B. Wachs

FRED B. WACHS

/s/ Gayle A. Mohney

GAYLE A. MOHNEY

STATE OF KENTUCKY	)
	)
COUNTY OF FAYETTE	)

I, Geneva Helm, a Notary Public in and for the state and county aforesaid, do hereby certify that the foregoing Articles of Incorporation of Lexington Herald-Leader Co. were this day produced before me in my office, in said county and state, and were thereupon acknowledged by John G. Stoll, Fred B. Wachs, and Gayle A. Mohney to be their free act and deed, and the act and deed of each of them, all of which together with this my certificate, is hereby certified to the proper office for record.

My commission will expire March 15, 1956.

WITNESS my hand and notarial seal this October 29, 1953.

/s/ Geneva Helm

NOTARY PUBLIC, FAYETTE COUNTY, KENTUCKY

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ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF LEXINGTON HERALD-LEADER CO.

We, the undersigned, being respectively the Vice President and the Secretary of the Lexington Herald-Leader Co., a corporation duly organized under the laws of Kentucky, do hereby certify that its Articles of Incorporation have been and are amended as follows:

ARTICLE VIII

The affairs of the Corporation shall be managed by a Board of Directors consisting of not less than three (3) nor more than eleven (11) members who need not be stockholders of the Corporation. The Board of Directors shall have the power and authority to adopt By-Laws to govern the affairs of the Corporation not inconsistent with these Articles of Incorporation or the Statutes of the State of Kentucky.

And we further certify that the foregoing Amendment to the Company’s Articles of Incorporation was adopted by the affirmative vote of the holder of all of the Common Stock of the Company, the only class of the Company’s stock entitled to vote thereon, on October 31, 1973.

IN WITNESS WHEREOF, we have hereunto set our hands and affixed the corporate seal this 31st day of October, 1973.

/s/ [signature illegible]

VICE PRESIDENT

/s/ [signature illegible]

SECRETARY

[CORPORATE SEAL]

STATE OF KENTUCKY	)
	)
COUNTY OF FAYETTE	)

I, GENEVA HELM, a Notary Public, do hereby certify that on the 31st day of October, 1973, personally appeared before me Vice Alvah H. Chapman, Jr. and C. Blake McDowell, Jr., who being first duly sworn, declared that they are the Vice President and Secretary respectively, of the Lexington Herald-Leader Co. and that they signed the foregoing document as Vice President and Secretary, respectively, of the corporation, and that the statements therein contained are true.

/s/ Geneva Helm

NOTARY PUBLIC, FAYETTE COUNTY, KENTUCKY

My commission expires 3/15/76.

AMENDMENT TO ARTICLES OF INCORPORATION

OF

LEXINGTON HERALD-LEADER CO.

(to be changed to LEXINGTON H-L SERVICES, INC. by these Articles of Amendment)

Pursuant to KRS271B.10-060, the undersigned corporation executes these articles of amendment to its articles of incorporation:

(A) The name of this corporation to this amendment is Lexington Herald Co., and is being changed by this amendment to Lexington H-L Services, Inc.

(B) The following amendments to the Articles of Incorporation were adopted by the shareholders of the corporation on December 3, 1999, in the manner prescribed by the Kentucky Business Corporation Act:

Article I of the Articles of Incorporation is hereby amended to provide as follows:

ARTICLE I

The name of the corporation is changed to and shall be Lexington H-L Services, Inc., effective at the time of filing of this document with the Kentucky Secretary of State, and thereafter unless and until changed in the manner required by law.

(C) This amendment does not provide for an exchange, reclassification or cancellation of issued shares.

(D) This amendment was adopted by the unanimous consent of all shareholders of the corporation by unanimous written consent dated December 3, 1999. The designation of voting group, number of outstanding shares, number of votes entitled to be cast by each voting group that will vote separately on the amendment, and the number of votes of each voting group indisputably represented by such unanimous consent, were as follows:

Designation of Voting Group	Number of Outstanding Shares	Number of Votes Entitled to be Cast	Number of  Votes Indisputably Represented
Single class of no par value common stock	600	600	600

(E) The total number of votes cast for the amendment by each (the sole) voting group was 600 constituting all of the issued and outstanding shares of the corporation’s single class of no par value common stock. The number cast for the amendment by each (the sole) voting group was sufficient for approval by that (the sole) voting group.

(F) The effective date of this amendment is the date of filing of this document with the Kentucky Secretary of State.

(G) Except as amended herein, the Articles of Incorporation of the Corporation are unaffected by this amendment.

IN WITNESS WHEREOF, the undersigned duly authorized officer has executed these articles of amendment on the 16^th day of December, 1999.

LEXINGTON HERALD-LEADING CO.
By:	/s/ [signature illegible]
Its:	Assistant Vice President

This instrument was prepared by:

STOLL, KEENON & PARK, LLP

201 E. Main Street, Suite 1000

Lexington, KY 40507

(606) 231-3000

By:	/s/ R. DAVID LESTER
	R. DAVID LESTER

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ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

LEXINGTON H-L SERVICES, INC.

The name of the corporation is Lexington H-L Services, Inc. (the “Corporation”), and the following amendment is hereby made to the Corporation’s Articles of Incorporation, as filed with the Kentucky Secretary of State’s office on October 29, 1953, as amended by Articles of Amendment filed with the Kentucky Secretary of State’s office on October 31, 1973, and December 21, 1999 (as amended, the “Articles of Incorporation”):

Article II of the Articles of Incorporation is deleted in its entirety, and there is inserted in lieu thereof, the following:

“ARTICLE II.

The corporation shall have the purpose of engaging in any lawful business.”

The amendment reflected above having been recommended to the shareholders) of the Corporation by the Corporation’s Board of Directors was approved by the shareholders) by unanimous written consent on July 18, 2007. The designation of voting group, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of each voting group indisputably represented by such unanimous consent was as follows:

Designation of Voting Group	Number of Outstanding Shares	Number of Votes Entitled to be Cast	Number of Votes Indipustably Reprsented
Single class of no par value common stock	600	600	600

The total number of votes cast for the amendment by each (the sole) voting group was 600, constituting all of the issued and outstanding shares of the Corporation’s single class of no par value common stock. The number cast for the amendment by each (the sole) voting group was sufficient for approval by that (the sole) voting group.

Dated this the 18^th day of July, 2007.

/s/ Timothy M. Kelly

Timothy M. Kelly, as President

This instrument was prepared by:

Stoll Keenon Ogden Pllc

300 West Vine St., Ste. 2100

Lexington, KY 40508

(859) 231-3000

By:	/s/ Richard H. Mains
	Richard H. Mains

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ARTICLES OF MERGER

of

LEXINGTON PRESS, INC., a Kentucky corporation

into

LEXINGTON H-L SERVICES, INC., a Kentucky corporation

Pursuant to the provisions of the Kentucky Business Corporation Act (the “Act”), the undersigned surviving corporation adopts the following articles of merger:

1. The plan of merger is as follows:

Lexington Press, Inc., a Kentucky corporation (“Press”), shall be merged with and into Lexington H-L Services, Inc., a Kentucky corporation and Press’ sole shareholder (“Services”), and the separate existence of Press shall thereupon cease (the “Merger”). Services shall continue its corporate existence as the surviving corporation of the Merger. All of the assets of Press shall become the property of Services as the surviving corporation of the Merger, subject to the liabilities of Press at the effective time of the Merger, and Services shall succeed to and assume all the rights and obligations of Press, all in accordance with the Act. At the effective time of the Merger, each share of Press’ common stock outstanding immediately prior to such effective time shall be canceled and no shares of Services shall be issued therefor.

2. Pursuant to the provisions of the Kentucky Business Corporation Act, shareholder approval of the Merger was not required.

April 14, 2008	LEXINGTON H-L SERVICES, INC., a Kentucky corporation
	By:	/s/ Patrick Talamantes
		Patrick Talamantes
		Vice President

EX-3.1.19

Exhibit 3.1.19

Return Filed Duplicate or Photocopy to:

Barbara M. Lange

Orrick, Herrington & Sutcliff LLP

400 Sansome Street

San Francisco, CA 94111

(415) 773-5749

ARTICLES OF MERGER

of

DRINNON, INC.,

a Georgia corporation

and

NEWBERRY PUBLISHING COMPANY, INC.,

a South Carolina corporation

with and into

MACON TELEGRAPH PUBLISHING COMPANY,

a Georgia corporation

Pursuant to the provisions of the Georgia Business Corporation Code, the domestic and foreign business corporations named herein do hereby adopt the following Articles of Merger.

FIRST: Annexed hereto and made a part hereof is the Agreement and Plan of Merger for merging Newberry Publishing Company, Inc., a South Carolina corporation, and Drinnon, Inc., a Georgia corporation, with and into Macon Telegraph Publishing Company, a Georgia corporation, as approved by resolutions adopted at meetings of the Boards of Directors of each such corporation on December 27, 2002.

SECOND: The merger was duly approved by the shareholder of Drinnon, Inc. and Macon Telegraph Publishing Company.

THIRD: Macon Telegraph Publishing Company will continue its existence as the surviving corporation under its present name pursuant to the provisions of the Georgia Business Corporation Code.

FOURTH: The merger of Newberry Publishing Company, Inc. and Drinnon Inc., with and into Macon Telegraph Publishing Company is permitted by the laws of the State of South Carolina, where Newberry Publishing Company is organized and has been authorized in compliance with such laws.

Executed this 30th day of December 2002.

MACON TELEGRAPH PUBLISHING COMPANY,
a Georgia corporation
By	/s/ Adrienne Lilly
	Adrienne Lilly
	Assistant Secretary
DRINNON, INC.,
a Georgia corporation
By	/s/ Adrienne Lilly
	Adrienne Lilly
	Assistant Secretary
NEWBERRY PUBLISHING COMPANY, INC.,
a South Carolina corporation
By	/s/ Adrienne Lilly
	Adrienne Lilly
	Assistant Secretary

-2-

Exhibit A

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 27, 2002 (this “Agreement”), is entered into by and among Macon Telegraph Publishing Company, a Georgia corporation (“Macon” or the “Surviving Corporation”), Drinnon, Inc., a Georgia corporation (“Drinnon”), and Newberry Publishing Company, Inc., a South Carolina corporation (“Newberry”). Drinnon and Newberry are hereinafter referred to collectively as the “Merging Corporations.” Each of Macon, Drinnon and Newberry is a wholly owned subsidiary of Knight-Ridder, Inc.

1. The Merger. Upon the terms set forth in this Agreement, Drinnon and Newberry shall be merged with and into Macon (the “Merger”) in accordance with the laws of the States of Georgia and South Carolina. As a result of the Merger, the separate corporate existences of Drinnon and Newberry shall cease in accordance with the laws of their respective jurisdictions of organization, and Macon shall continue under its present name as the Surviving Corporation pursuant to the provisions of the Georgia Business Corporation Code

2. Effective Time; Effect. The Merger shall become effective when all documents required by applicable law to effectuate the Merger shall have been filed (the “Effective Time”). The effect of the Merger shall be as prescribed by law.

3. Effect on Shares.

(a) Merging Corporations. At the Effective Time, the outstanding shares of Drinnon and Newberry shall be canceled and no shares of Macon shall be issued in exchange therefor.

(b) Macon. The outstanding shares of Macon shall remain outstanding and shall not be affected by the Merger. Each share which is outstanding at the Effective Time shall continue to represent one outstanding share of the Surviving Corporation.

4. Further Assurances. Each of the Merging Corporations shall from time to time, as and when requested by the Surviving Corporation, or by its successors or assigns, execute and deliver all such documents and instruments and take all such actions as may be necessary or desirable to vest, perfect, or confirm, of record or otherwise, in the Surviving Corporation the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of such Merging Corporation, or otherwise to carry out the purposes of this Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of such Merging Corporation or otherwise to take any and all such action and to execute and deliver any and all such documents and instruments.

5. Amendments; Abandonment. Subject to applicable law, this Agreement may be amended, modified or supplemented by written agreement of the parties hereto at any time prior to the Effective Time with respect to any of the terms contained herein. At any time prior to the Effective Time, this Agreement may be terminated and the Merger may be abandoned by the Boards of Directors of any of the Merging Corporations or Macon.

-1-

6. Articles of Incorporation; Bylaws. The Articles of Incorporation and the Bylaws of Macon upon the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until amended and changed in the manner prescribed by the provisions of the Georgia Business Corporation Code.

7. Directors and Officers. The directors and officers in office of Macon upon the Effective Time shall be the members of the first Board of Directors and first officers of the Surviving Corporation, all of whom shall bold their respective directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the Bylaws of the Surviving Corporation.

8. Adoption; Submission. This Agreement was adopted by the Boards of Directors of each of Macon, Drinnon and Newberry on December 27, 2002. The Merger of the Merging Corporations with and into the Surviving Corporation shall be authorized in the manner prescribed by the laws of the States of Georgia and South Carolina and the Agreement and Plan of Merger herein made shall be submitted to the shareholder of each Merging Corporation and the Surviving Corporation for its approval or rejection in the manner prescribed by the laws of the States of Georgia and South Carolina.

9. Effectuation. In the event that the merger of the Merging Corporations with and into the Surviving Corporation shall have been authorized by their respective shareholders in the manner prescribed by the laws of the States of Georgia and South Carolina, each Merging Corporation and the Surviving Corporation stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Georgia and the State of South Carolina and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the Merger.

-2-

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

MACON TELEGRAPH PUBLISHING COMPANY, a Georgia corporation
By	/s/ Adrienne Lilly
	Adrienne Lilly
	Assistant Secretary
DRINNON, INC., a Georgia corporation
By	/s/ Adrienne Lilly
	Adrienne Lilly
	Assistant Secretary
NEWBERRY PUBLISHING COMPANY, INC., a South Carolina corporation
By	/s/ Adrienne Lilly
	Adrienne Lilly
	Assistant Secretary

-3-

ARTICLES OF AMENDMENT

OF

MACON TELEGRAPH PUBLISHING COMPANY

The shareholder of the Macon Telegraph Publishing Company, a corporation under the laws of the State of Georgia, did on June 21, 1972, adopt an amendment to the Articles of incorporation of said corporation as follows:

BE IT RESOLVED by the shareholder of Macon Telegraph Publishing Company that the Articles of Incorporation of said company as the same have heretofore been amended, and particularly as the same were amended on November 5, 1962, be further amended by striking from Paragraph 5 of the original Articles of Incorporation, and by striking Paragraph 5 of said described amendment and substituting in lieu of the stricken language a new paragraph to be known as Paragraph 6 of the Articles of Incorporation and which shall read as follows:

“The maximum number of shares of stock authorized shall be 15,000 with a par value of $100.00 each, and the minimum number of shares of stock shall be 500 shares with a par value of $100.00 each. Such stock shall be common capital stock, and the corporation shall be authorized to issue shares up to the maximum above stated, and thereafter, from time to time, but within the limits herein specified to alter the amount of such stock outstanding.”

Said amendment was adopted by the vote of 10,000 shares, there being 10,000 shares outstanding and entitled to vote thereon. The vote of a majority of the shares entitled to vote is required to amend, the Articles of Incorporation. The amendment to the Articles of Incorporation

effects a change in the amount of stated capital by increasing the maximum authorized shares from 10,000 shares of a par value of $100.00 per share or a total of $1,000,000.00 to 15,000 shares of the same par value, thereby providing for a maximum stated capital of $1,500,000.00.

IN WITNESS WHEREOF Macon Telegraph Publishing Company has caused these Articles of Amendment to be executed and its corporate seal to be affixed and has caused the foregoing to be attested all by its duly authorized officers on this 27^th day of June, 1972.

MACON TELEGRAPH PUBLISHING COMPANY
By:	/s/ [signature illegible]
	Executive Vice President

ATTEST:

/s/ [signature illegible]

Secretary

-2-

IN THE SUPERIOR COURT OF BIBB COUNTY, GEORGIA GEORGIA, BIBB COUNTY.

The petitioner of Macon Telegraph Publishing Company, petitioner, respectfully shows:

1.

The Articles of Amendment of Macon Telegraph Publishing Company, executed by the Executive Vice President and attested by the Secretary are attached hereto.

WHEREFORE petitioner prays that the Articles of Amendment of Macon Telegraph Publishing Company be granted.

/s/ [signature illegible]

ATTORNEY FOR MACON TELEGRAPH

PUBLISHING COMPANY

Sell, Comer & Popper

1414 Georgia Power Building

Post Office Box 154

Macon, Georgia 31202

ORDER

The Articles of Amendment of Macon Telegraph Publishing Company having been examined and found lawful, it is thereupon considered, ordered and adjudged that the Articles of Amendment of Macon Telegraph Publishing Company be and the same are hereby granted.

This 27 day of June, 1972.

/s/ [signature illegible]

JUDGE, BIBB SUPERIOR COURT, MACON JUDICIAL CIRCUIT

STATE OF GEORGIA,

COUNTY OF BIBB:

Personally appeared before me, a Notary Public within and for the above State and County, ELOISE HATTON, who after being duly sworn, deposes and says that she is checking Clerk for The Macon Telegraph Publishing Company, publishers of THE MACON NEWS, the official organ of said County; that there has been deposited with said newspaper the sum of $60.00 for the cost of publishing therein once a week for four consecutive weeks a notice of granting of ARTICLES OF AMENDMENT OF

“MACON TELEGRAPH PUBLISHING COMPANY”

as provided by Georgia Code Section 22-803(d)(2).

/s/ [signature illegible]

Deponent

Sworn to and subscribed before me, this

27^th day of JUNE, 1972

/s/ [signature illegible]

Notary Public, State of Georgia, Bibb

County: My Commission Expires Jan. 15, 1973

GEORGIA BIBB COUNTY.

CLERK’S OFFICE, SUPERIOR COURT:

I, Adam H. Greene, Clerk of said Court, do hereby certify that the above and foregoing is a true and correct copy of ARTICLES OF AMENDMENT with the order of the Judge and Publisher’s Affidavit, of MACON TELEGRAPH PUBLISHING COMPANY a conformed copy thereof having been this date filed in said clerk’s office.

I further certify that the clerk’s fee of $15.00 have been paid.

WITNESS, My Official Signature and the Seal of the County this 27^th day of JUNE, 1972.

/s/ [signature illegible]

Clerk, Superior Court

Bibb County, Georgia

GEORGIA, BIBB COUNTY.

TO THE SUPERIOR COURT OF SAID COUNTY:

The petition of MACON TELEGRAPH PUBLISHING COMPANY respectfully shows to the Court the following facts:

1.

Petitioner was incorporated by order of this Court on January 8, 1915, the petition for charter and order thereon being of record in Charter Book 3, folio 568, Clerk’s Office, Bibb Superior Court.

2.

Said charter was amended by orders of this Court entered respectively on July 18, 1930, and October 28, 1930, said amendments and the orders thereon being recorded in Charter Book 6, folios 93 and 112, respectively in said Clerk’s Office.

3.

Thereafter, on January 4, 1935, petitioner’s charter was renewed by order of this Court, said renewal being recorded in Charter Book 6, folio 425, said Clerk’s Office.

4.

Said renewed charter has been twice amended, once on September 2, 1936, and once on June 23, 1943, said amendment of said renewed charter being of record in said Clerk’s Office in Charter Book 6, folio 530 and Charter Book 7, folio 286, respectively. At the time of said last charter amendment, petitioner was re-incorporated under the Corporation Act of 1938.

5.

Petitioner now desires further to amend its charter by striking therefrom the language which appears in paragraph 6 of the aforesaid original charter relating to capital stock (said original charter being recorded in Charter Book 3, folio 568) and by substituting in lieu of the repealed language the following:

“The maximum number of shares of stock shall be 10,000 of the par value of $100 each, and the minimum number of shares of stock shall be 500 shares of the par value of $100 each. Such stock shall be common capital stock, and the corporation shall be authorized to issue shares up to the maximum sum above stated, and thereafter, from time to time, but within the limitations set out in Section 22-1854, Ga. Code Ann., to reduce the amount of capital stock outstanding, but not below the above stated minimum.”

6.

Said amendment was duly authorized by resolution unanimously adopted by petitioner’s stockholders at a meeting called and held as provided by law, a certified copy of which is hereby attached and marked “Exhibit A”.

WHEREFORE, petitioner prays that the charter of said corporation be amended as heretobefore set out.

/s/ Sell & Comer

SELL & COMER

Attorneys for Petitioner

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GEORGIA, BIBB COUNTY.

BE IT RESOLVED by the stockholders of Macon Telegraph Publishing Company that application be made to the Superior Court of Bibb County for an amendment to the charter of said corporation by striking therefrom the provisions of paragraph 5 of the charter granted to it on January 8, 1915, and substituting in lieu thereof a new paragraph 5 reading as follows:

“The maximum number of shares of stock shall be 10,000 of the par value of $100 each, and the minimum number of shares of stock shall be 500 shares of the par value of $100 each. Such stock shall be common capital stock, and the corporation shall be authorized to issue shares up to the maximum sum above stated, and thereafter, from time to time, but within the limitations set out in Section 22-1854, Ga. Code Ann., to reduce the amount of capital stock outstanding, but not below the above stated minimum.”

The officers of the Company are herewith authorized and directed to employ counsel and incur such costs as may be necessary or needful in connection with the amendment of the charter.

GEORGIA, BIBB COUNTY.

I, ERNEST H. HARDIN, do hereby certify that the within and foregoing is a true and correct copy of the resolution of the stockholders of Macon Telegraph Publishing Company adopted at a called meeting of which due notice was given and which was held on October 26, 1962. I do further certify that at said meeting, all of the stock outstanding was represented by person or by proxy, and that the foregoing resolution was adopted unanimously, and now appears upon the minute book of said corporation.

WITNESS my hand and the seal of said Company, this 26^th day of October, 1962.

/s/ E. H. Hardin

E. H. HARDIN, Secretary

(CORPORATE SEAL)

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GEORGIA, BIBB COUNTY.

The within and foregoing petition of Macon Telegraph Publishing Company to amend its charter in the particulars therein set out read, considered and ordered filed.

It appearing that said petition be made in accordance with the Corporation Act of 1938, and that the requirements of law in such case made and provided have been fully met;

IT IS THEREUPON CONSIDERED, ORDERED AND ADJUDGED that all of the prayers of the petition are hereby granted and the charter of the petitioner is hereby amended in all of the particulars set out in said petition.

IT IS SO ORDERED this 5^th day of November, 1962.

/s/ Hal Bell

JSCBC

THE MACON TELEGRAPH

THE MACON NEWS

P.O. BOX 1018

MACON, GA.

STATE OF GEORGIA

COUNTY OF BIBB

Personally appeared before me, a Notary Public within and for the above State and County Lillian Lavine, who deposes and says that she is checking clerk for The Macon Telegraph Publishing Company, publishers of THE MACON NEWS, and that $48.00, has been paid for publication of legal advertisement for:

“Petition for Amendment to Charter of:

“MACON TELEGRAPH PUBLISHING COMPANY”

/s/ Lillian Lavine

Sworn to and subscribed to before me

this 5^th day of November 1962.

/s/ [signature illegible]

NOTARY PUBLIC, BIBB COUNTY GEORGIA

CLERK’S OFFICE, BIBB SUPERIOR COURT:

I, ROMAS ED. RALEY, Clerk of Bibb Superior Court, do hereby certify that the attached petition for Amendment to Charter of “MACON TELEGRAPH PUBLISHING COMPANY” was this day filed and that the Clerk’s fee of $6.00 have been paid.

Witness my official signature and seal, this 5^th day of November, 1962.

/s/ Romas Ed Raley

Clerk, Bibb Superior Court

GEORGIA, BIBB COUNTY:

I, ROMAS ED. RALEY, Clerk of Bibb Superior Court, do certify that the foregoing is a true and correct copy of Application for Amendment to Charter of “MACON TELEGRAPH PUBLISHING COMPANY with the order of the Judge thereon and the filing of the Clerk thereon, receipts for Clerk’s cost paid and affidavit and receipt of Publisher for deposit to cover four insertions in Macon News as prescribed by law.

WITNESS my official signature and seal, this 5^th day of November, 1962.

/s/ Romas Ed Raley

Clerk, Bibb Superior Court

GEORGIA, BIBB COUNTY.

To the Superior Court of said County:

The petition of Macon Telegraph Publishing Company respectfully shows:

1

Petitioner was incorporated by order of this court of January 8, 1915, the petition for charter and order thereon being of record in Charter Book 3, page 568, Clerk’s Office.

2

Said charter was amended by orders of this court entered respectively on July 18, 1930, and October 28, 1930, said amendments and the orders thereon being recorded in Charter Book 6, pages 93 and 112, Clerk’s Office.

3

On January 4, 1935, petitioner’s charter was renewed by order of this court, said renewal being recorded in Charter Book 6, page 425, Clerk’s Office. And said renewed charter was amended on August [illegible] , said amendment being recorded in Charter Book 6, page 530, Clerk’s Office.

4

Petitioner now desires to amend its charter by becoming reincorporated under the Corporation Act of 1938, approved January 28, 1938 (Acts 1937-38, Ex. Sess., p. 214), for a period of thirty five years for so that it may have all the rights, powers, and privileges conferred upon corporations by that Act, and states that such amendment is for the purpose of becoming reincorporated under the terms of said Act.

5

Petitioner desires further to amend its charter by adding thereto the following provision: Said corporation shall have the power and authority to engage in any additional business subsidiary to, in aid of, or in connection with, its regular business and beneficial thereto, directly or indirectly, through increase of its revenue, advertisement of its business, creation of good will, development of its trade area, improvement of conditions in general in the territory in which its business is carried on, or otherwise; including specifically power so to carry on, for the purposes indicated and to procure any of the benefits named, the business of farming in any or all of its branches on land owned, leased, or otherwise held by said corporation.

6

Said amendments have been duly authorized by resolution unanimously adopted by petitioner’s stockholders at a meeting called and held as provided by law, a certified copy of said resolution being hereto attached, marked Exhibit.

WHEREFORE, petitioner prays that its charter may be amended as indicated in this petition.

/s/ [signature illegible]

Attorney for Petitioner

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E X H I B I T

RESOLVED, That the charter of this Corporation be amended by reincorporating it under the Corporation Act of 1938 (Acts 1937-38, Ex. Sess., p. 214), so that it may have all the rights, powers, and privileges conferred upon corporations by that Act, and by giving to it specific additional power as follows: To engage in any additional business subsidiary to, in aid of, or in connection with, its regular business and beneficial thereto, directly or indirectly, through increase of its revenue, advertisement of its business, creation of good will, development of its trade area, improvement of conditions in general in the territory in which its business is carried on, or otherwise; including specifically power so to carry on, for the purposes indicated and to procure any of the benefits named, the business of farming in any or all of its branches on land owned, leased, or otherwise held by said Corporation.

RESOLVED, further, that the officers of the corporation be, and they are hereby, authorized to take whatever steps are necessary so to amend its charter.

I certify that I am Secretary of Macon Telegraph Publishing Company and that the foregoing is a true and correct copy of resolution adopted by unanimous vote of the stockholders of said Corporation at a meeting duly called and held on June 14, 1943.

This June 21, 1943.

/s/ [signature illegible]

Secretary

GEORGIA, BIBB COUNTY.

The foregoing petition to amend the charter of Macon Telegraph Publishing Company, read, considered, and ordered filed. It appearing that the petition is legitimately within the purview of the statutes in said cases made and provided; that it has been authorized by proper corporate action; and that all the requirements of law have been complied with;

IT IS, THEREFORE, CONSIDERED, ORDERED, AND ADJUDGED that the prayer of the petition be granted; that the charter of the corporation be amended as prayed; that the corporation is reincorporated under the Corporation Act of 1938, with all the rights, powers, and privileges conferred upon the corporation by that Act; and that the corporation henceforth shall have the right, power, and authority to engage in any additional business subsidiary to, in aid of, or in connection with, its regular business and beneficial thereto, directly or indirectly, through increase of its revenue, advertisement of its business, creation of good will, development of its trade area, improvement of conditions in general in the territory in which its business so to carry on, for the purposes indicated and to procure any of the benefits named, the business of farming in any or all of its branches on land owned, leased, or otherwise held by said corporation.

So ordered this June 23, 1943.

/s/ [signature illegible]

Judge Superior Court, Macon Circuit

CLERK’S OFFICE BIBB SUPERIOR COURT

I, V. H. ROBERTS, Clerk of Bibb Superior Court do hereby certify that the attached petition of MACON TELEGRAPH PUBLISHING COMPANY for Amendment to Charter was this day filed and that the Clerk’s fee of $6.50 have been paid.

Witness my official signature and seal, this 23^rd day of June, 1948.

/s/ V. H. Roberts

Clerk Bibb Superior Court

GEORGIA, BIBB COUNTY.

I, V. H. ROBERTS, Clerk of Bibb Superior Court do certify that the foregoing is a true and correct copy of Application for Amendment to Charter of MACON TELEGRAPH PUBLISHING CO. with the order of the Judge thereon and the filing of the Clerk thereon, receipts for Clerk’s cost paid and affidavit and receipt of Publisher for deposit to cover four insertions in Macon News as prescribed by law.

Witness my official signature and seal, this 23^rd day of June, 1948.

/s/ V. H. Roberts

Clerk Bibb Superior Court

IN RE:-	)
		RENEWAL OF CHARTER:-
MACON TELEGRAPH PUBLISHING CO.	)

GEORGIA, BIBB COUNTY:-

TO THE SUPERIOR COURT OF SAID COUNTY:-

The petition of W. T. Anderson and P. T. Anderson, both of said State and County, respectfully shows:

1. That they desire for themselves, their associates and successors to be incorporated and made a body politic under the name and style of Macon Telegraph Publishing Company for a period of 20 years with the privilege of renewal at the expiration of said time, in accordance with the laws of the State of Georgia.

2. That the principal office and place of business of said corporation shall be in the City of Macon, County and State aforesaid.

3. That the object of said proposed corporation is pecuniary gain and profit to itself and its stockholders.

4. The particular business said corporation proposes to carry on is the owning, printing and publishing of a newspaper and the carrying on of a job office in connection therewith, the printing, binding, and sale of books, catalogs, circulars and other things usual in said business and establishment, the buying and selling of all articles, merchandise and machinery proper or necessary for the conduct of a newspaper outfit and business; and generally the doing of all other things appropriate or necessary to the maintenance of an up to date and first class newspaper, job and printing establishment and business.

5. The capital stock of aid corporation shall be the sum of $50,000.00 with the privilege of increasing same from time to time to a sum not exceeding $300,000.00 by a vote of the stockholders owning a majority of the stock of said corporation. The capital stock is to be divided into shares of $100.00 each and subscriptions to said capital stock to be payable in money or property at a fair valuation.

6. Petitioners desire that said corporation be given the right, power and authority to borrow money and to issue bonds or other obligations and to secure the payment of same by mortgage, deed of trust or other means covering, conveying and pledging the assets and property of

said corporation for said purpose. Petitioners also desire the power and authority to buy and sell its own stock, and to hold any its own stock so purchased as treasury stock or to cancel and return the same, or to sell and re-issue the same.

7. Petitioners further desire that said corporation may have the power and authority to apply for and accept amendments to its said charter, to buy, sell and own realestate and personal property, to sue and be sued, to have and use a common seal, to make all necessary by-laws binding on its members, to elect and employ such officers, agents and servants as may be necessary in its said business, and generally to do all other things that may be usual or necessary for the successful carrying on of its said business, and with all such rights, powers privileges and immunities, as are incident to like corporations and permissable under the laws of Georgia.

Wherefore, Petitioners pray to be incorporated under the name and style aforesaid with the power, privileges and immunities herein set out and such as are now or may hereafter be allowed a corporation of similar character under the laws of Georgia.

Jordan & Lane

Attorneys for Petitioners

W. T. Anderson and P. T. Anderson, having filed in the office of the Clerk of the Superior Court of said County, their petition seeking the formation of a corporation to be known under the name of and style of Macon Telegraph Publishing Company, with a capital stock of $50,000.00 with the privilege of increasing same from time to time as fully set out in their said petition, and for the purpose of carrying on, owning, printing and publishing a newspaper and the carrying on of a job office in connection therewith, the printing, binding and sale of books, catalogues, circulars and other things usual in such business and establishment, and generally for the purpose fully set out in said petition.

And upon said hearing said petition and the evidence, it appearing that said application for charter has been advertised and published as required by law, and that said petitioners in all respects have fully complied with the laws and statutes of Georgia in such cases made and provided, and the Court being satisfied that said application is legitimately within the purview and intention of the laws of Georgia.

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It is therefore hereby ordered, adjudged and declared that said application be, and the same is hereby granted in all respects as prayed for in said petition. And the above name petitioners and their successors are hereby incorporated under the name and style of Macon Telegraph Publishing Company, for and during a period of twenty years, with the privilege of renewal at the expiration of said period upon a vote of the holders of the majority of the capital stock in said corporation according to the provisions of the laws of the State of Georgia.

It is further ordered, adjudged and declared that all rights and powers mentioned and prayed for in said petition, are hereby granted, and that said corporation be and the same is hereby clothed with all the rights, powers and privileges set out, mentioned and prayed for in said petition and made subject to all the restrictions and liabilities fixed by law.

In open Court this the 8th day of January, 1915.

H. A. Mathews, J.S.C.M.C.

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IN RE:	: NO. 980M APRIL TERM, 1930
VS.	: BIBB SUPERIOR COURT
MACON TELEGRAPH PUBLISHING CO.	: APPLICATION FOR AMENDMENT TO CHARTER

GEORGIA, BIBB COUNTY.

TO THE SUPERIOR COURT OF SAID COUNTY

The petition of Macon Telegraph Publishing Company respectfully shows:

1. Petitioner was incorporated by order of this Court entered on the 8th day of January, 1915. The charter granted on said date was duly accepted, and petitioner proceeded to do business thereunder as a corporation.

2. Petitioner’s charter has never been amended.

3. Petitioner desires an amendment to its charter giving to it the following additional rights and powers:

To purchase, hold, own, sell, and dispose of as an individual, stocks, bonds, or other securities of any other corporation or corporations, whether incorporated under the laws of this State or any other state; to publish, operate and conduct a newspaper or newspapers, magazines, periodicals, or other publications either under its own charter and corporate organization and/or through the ownership and control of the stocks, bonds, or other securities of other corporations, to borrow money for its own use or for the use of any other corporation in which it may have a controlling interest through its ownership of the stocks, bonds, or other securities of such other corporations, or otherwise, and to issue bonds or other obligations therefor and secure the same by mortgages, deeds of trust, or any other form of security; to indorse or guarantee the notes, bonds, or other obligations of any corporation owned or controlled by it; and to apply for and accept from time to time amendments to its charter, either in form or substance, material or otherwise, by a majority vote of its then outstanding stock.

4. Petitioner shows that at a called meeting of its stockholders, held on June 10, 1930 at which all of the stockholders of said company were present in person, a resolution was unanimously adopted authorizing the filing of an application in this Court for the purpose of securing such amendment. A certified copy of such resolution is hereto attached as an exhibit and made a part hereof.

WHEREFORE, petitioner pays that this Court pass an order amending it a charter as indicated.

MACON TELEGRAPH PUBLISHING

COMPANY

      Park & Strozier

By PARK & STROZIER,

      Its Attorneys at Law.

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CERTIFIED EXTRACT FROM MEETING OF STOCKHOLDERS.

“RESOLVED, That the officers of this corporation are hereby authorized to apply to the Superior Court of Bibb County for an amendment to its charter giving to the corporation the following additional rights and powers:

To purchase, hold, own, sell, and dispose of as an individual, stocks, bonds, or other securities of any other corporation or corporations, whether incorporated under the laws of this state or any other state; to publish, operate, and conduct a newspaper or newspapers, magazines, periodicals, or other publications either under its own charter and corporate organization and/or through the ownership and control of the stocks, bonds, or other securities of other corporations; to borrow money for its own use or for the use of any other corporation in which it may have a controlling interest through its ownership of the stocks, bonds, or other securities of such other corporation, or otherwise, and to issue bonds or other obligations therefor, and secure the same by mortgages, deeds of trust, or any other form of security; to indorse or guarantee the notes, bonds, or other obligations of any corporation owned or controlled by it; and to apply for and accept from time to time amendments to its charter, either in form or substance, material or otherwise, by a majority vote of its then outstanding stock.”

I certify that the above and foregoing as a true and correct copy of a resolution unanimously adopted at a called meeting of the stockholders of Macon Telegraph Publishing Company held at the office of the company in Macon, Georgia on June 10, 1930, at which the entire outstanding capital stock of the company was represented in person, said copy being as the said resolution appears on the Minutes of said meeting. I further certify that I acted as secretary of the meeting and recorded the minutes thereof.

Witness my hand and the seal of the corporation this 11th day of June, 1930.

    [Name Illegible]

Secretary

Macon Telegraph Publishing Co.

Corporate Seal.

GEORGIA, BIBB COUNTY.

The foregoing petition read and considered. The application for amendment of the charter of petitioner appearing to be within the purview and intent of the statutes and laws relating to corporations of the State of Georgia, it is ordered that the application be, and it is hereby granted as prayed, and that the amendment is hereby made a part of the charter of petitioner, and that petitioner is hereby granted the additional powers prayed for in said application for amendment of its charter.

So ordered this 18th day of July, 1930.

Malcolm D. Jones

J.S.C.M.C.

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IN RE:	: NO 1066M JULY TERM, 1930
MACON TELEGRAPH PUBLISHING CO.	: 13188 SUPERIOR COURT
	: PETITION TO AMEND CHARTER

GEORGIA, BIBB COUNTY.

TO THE SUPERIOR COURT OF SAID COUNTY:

The petition of boon Telegraph Publishing Company respectfully shows:

1. Petitioner was incorporated by order of this Court entered on January 8, 1915. The charter granted on said date was duly accepted, and petitioner proceeded to do business thereunder as a corporation.

2. Petitioner’s charter was amended by this Court by an order entered on July 18, 1930, which amendment was duly accepted by the proper corporate action.

3. Petitioner desires an amendment to its charter to giving to it the following additional rights and powers:

To lease or purchase other newspapers or magazines or other periodicals or publications, or any or all the property of any such newspaper or newspapers, magazines, periodicals or publications; to publish, operate and conduct any newspaper or newspapers, magazines, periodicals, or other publications so leased or purchased; to borrow money for the use of any person or persons or of any corporation in which it may have any interest and to issue bonds or other obligations therefor and secure the same by mortgage, deed of trust or other form of security; to make loans of its funds or credit to any person or persons or to any corporation on such terms and in such form as it may deem advisable; to indorse or guarantee the notes or other obligations of any person or persons.

4. Petitioner shows that at a called meeting of its stockholders, held on September 25, 1930, at which all of the stockholders of the Company were present, a resolution was unanimously adopted authorizing the filing of an application in this Court for the purpose of securing this amendment. A certified copy of this resolution is hereto attached and made a part hereof.

WHEREFORE, Petitioner prays that this Court may pass an order amending its charter in the respects indicated.

MACON TELEGRAPH PUBLISHING COMPANY,
	Park & Strozier
BY	PARK & STROZIER
	Its attorneys at Law.

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CERTIFIED EXTRACT FROM MINUTES OF MEETING OF

STOCKHOLDERS.

“RESOLVED, That the officers of this corporation are hereby authorized to apply to the Superior Court of Bibb County for an amendment to its charter giving to the corporation the following additional rights and powers:

“To lease or purchase other newspapers or magazines or other periodicals or publications, or any or all of the property of any such newspaper or newspapers, magazines, periodicals or publications; to publish, operate and conduct any newspaper or newspapers, magazines, periodicals or other publications so leased or purchased; to borrow money for the use of any person or persons or of any corporation in which it may have any interest, and to issue bonds or other obligations therefor and secure the same by mortgage, deed of trust or other form of security; to make loans of its funds or credit to any person or persons or to any corporation on such terms and in such form as it may deem advisable; to indorse or guarantee the notes or other obligations of any person or persons.”

I certify that the above and foregoing is a true and correct copy of a resolution unanimously adopted at a called meeting of the stockholders of Macon Telegraph Publishing Company held at the office of the company in Macon, Georgia on September 25, 1930, at which the entire outstanding capital stock of the company was represented in person or by proxy, said copy being as the said resolution appears on the minutes of said meeting. I further certify that I acted as secretary of the meeting and recorded the minutes thereof.

Witness my hand and seal of the corporation this 25^th day of September, 1930.

    [Name Illegible]

Secretary

Macon Telegraph Publishing Co.

Corporate Seal.

GEORGIA, BIBB COUNTY.

The foregoing petition read, and considered. The application for amendment of the charter of petitioner appearing to be within the purview and intent of the statutes and laws relating to corporations of the State of Georgia, it is ordered that the application be, and it is hereby granted as prayed, and that the amendment is hereby made a part of the charter of petitioner, and that petitioner is hereby granted the additional powers prayed for in said application for amendment of its charter.

So ordered this 28th day of Oct., 1930.

Malcolm D. Jones

J.S.C.M.C.

IN RE	: NO. 1861M NOVEMBER TERM. 1934
MACON TELEGRAPH PUBLISHING CO.	: BIBB SUPERIOR COURT
	: PETITION FOR RENEWAL OF CHARTER

GEORGIA, BIBB COUNTY.

TO THE SUPERIOR COURT OF SAID COUNTY:

The petition of MACON TELEGRAPH PUBLISHING COMPANY RESPECTFULLY SHOWS:

1. Petitioner was incorporated under the name, MACON TELEGRAPH PUBLISHING COMPANY, on January 8, 1915, by order of this court recorded in charter book 3, page 568, in the office of the clerk of the court.

2. Petitioner’s charter was amended July 18,1930, by order of this court, which is of record in charter book 6, page 93, in the office of the clerk of this court, and again on October 28, 1930, by order of this court, which is of record in charter book 6, page 112, in the office of the clerk of this court.

3. Petitioner’s charter as so amended will expire on January 8, 1935.

4. Petitioner desires that its original charter as amended as aforesaid be renewed for an additional period of twenty (20) years beginning on January 8, 1935.

5. At a meeting of petitioner’s stockholders, duly called and held on November 20, 1934, a resolution was passed authorizing the renewal of said charter for the period named. Petitioner files herewith a certified abstract from the minutes of the corporation showing such corporate action, said abstract being marked Exhibit and being attached hereto and made a part hereof.

WHEREFORE, petitioner prays that its said original charter as amended as herein shown be renewed for a period of twenty (20) years beginning on January 8, 1935.

MACON TELEGRAPH PUBLISHING COMPANY,
BY	Park & Strozier
	ITS ATTORNEYS AT LAW.

EXHIBIT

CERTIFIED ABSTRACT FROM MINUTES.

WHEREAS, on January 8, 1915, by virtue of an order of this court, this company was incorporated for a period of twenty (20) years, with privilege of renewal of its charter for a like period; and

WHEREAS, said charter has been twice amended, to wit, on July 18, 1930, and October 28, 1930; and

WHEREAS, on January 8, 1935, said twenty (20) years will have expired, and it is desired that said charter as amended be renewed for a like period of twenty (20) years from said date:

NOW, THEREFORE, Be It Resolved:

That the charter of this corporation as amended be renewed.

That the attorneys of this corporation be, and they are hereby authorized to do any and all things necessary for the purpose of renewing said charter as amended for another period of twenty (20) years beginning on January 8, 1935.

GEORGIA, BIBB COUNTY.

I, Jas. V. Johnson, Jr., Secretary of Macon Telegraph Publishing Company do hereby certify that the foregoing is a true and correct copy of resolution adopted at a meeting of stockholders of Macon Telegraph Publishing Company duly called for that purpose and held on November 20, 1934, as the same appears upon the minutes of said corporation.

This November 20^th, 1934.

Jas. W. Johnson, Jr.

Secretary Macon Telegraph Publishing Company.

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GEORGIA, BIBB COUNTY:

The foregoing petition read and considered.

It appearing to the court that the application is legitimately within the purview of the statutes in such cases made and provided, and no cause being shown why the prayer of the petition should not be granted, and it appearing that due advertisement has been had and that all the requirements of the law in such cases have been complied with:

IT IS ORDERED:

That petitioner’s original charter, as amended as in the petition alleged, be, and it is hereby, renewed for an additional period of twenty (20) years beginning on January 8, 1935, and that for said additional period petitioner is a corporation with the same name, the same powers, the same duties, liabilities, and privileges as under said original charter and amendments thereto.

So ordered this 4th day of January, 1935

W. A. McClellan

Judge, Superior Courts, Macon Circuit.

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IN RE:	: NO. 2194M. JULY TERM, 1936
MACON TELEGRAPH PUBLISHING CO.	: BIBB SUPERIOR COURT
	: PETITION TO AMEND CHARTER

GEORGIA, BIBB COUNTY.

TO THE SUPERIOR COURT OF SAID COUNTY.

The petition of Macon Telegraph Publishing Company respectfully shows:

1. Petitioner was incorporated by order of this Court entered on January 8, 1915.

2. Petitioner’s charter was amended by orders of this Court entered on July 18, 1930 and October 28, 1930.

3. Petitioner’s charter was renewed for twenty years by order of this Court entered on the 4th day of January, 1935.

4. Petitioner desires that its charter be amended by the addition thereto of the following paragraphs giving it additional rights and powers as in said paragraphs specified:

Preferred stock may be issued from time to time upon the majority vote of the directors of the corporation, who shall fix the rights, powers, and privileges of such preferred stock and the amounts thereof: Provided, however, that the amount of preferred stock so issued shall never exceed the difference between the amount of common stock outstanding and the amount of the maximum capital stock authorized by the charter of the corporation.

The corporation shall have the power to purchase, sell, own, lease and operate radio broadcasting stations; to make any contract with any radio broadcasting station or radio broadcasting company relating to the dissemination of news or general broadcasting; to go into, conduct, and operate a general radio broadcasting business; and to do anything or enter into any contract or agreement respecting radio, as an adjunct to the newspaper business or otherwise, that may be deemed advisable or necessary or proper.

5. Petitioner shows that at a called meeting of its stockholders held on August 25, 1936, at which a majority of the stockholders of the Company were present, a resolution was unanimously adopted authorizing the filing of an application in this Court for the purpose of securing this amendment. A certified copy of this resolution is hereto attached marked “Exhibit” and made a part hereof.

WHEREFORE, petitioner prays that this .Court may pass an order amending its charter as herein set out.

MACON TELEGRAPH PUBLISHING COMPANY
BY	Park & Strozier
	PARK & STROZIER
Its attorneys at Law.

GEORGIA, BIBB COUNTY.

The foregoing petition read and considered. The application for amendment of the charter of petitioner appearing to be within the purview and intent of the statutes and laws relating to corporations of the State of Georgia, it is ordered that the application be, and it is hereby granted as prayed, and that the amendment is hereby made a part of the charter of petitioner, and that petitioner is hereby granted the additional powers prayed for in said application for amendment of its charter. So ordered this 2 day of September, 1936.

Malcolm D. Jones

J. S.C.M. C.

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EXHIBIT

CERTIFIED ABSTRACT FROM MINUTES

RESOLVED, That the officers of this corporation are hereby authorized and directed to apply to the Superior Court of Bibb County for an amendment to its charter giving to the corporation the following additional rights and powers:

1. Preferred stock may he issued from time to time upon the majority vote of the directors of the corporation, who shall fix the rights, powers, and privileges of such preferred stock and the amounts thereof: Provided, however, that the amount of preferred stock so issued shall never exceed the difference between the amount of common stock outstanding and the amount of the maximum capital stock authorized by the charter of the corporation.

2. The corporation shall have the power to purchase, sell, own, lease and operate radio broadcasting stations; to make any contract with any radio broadcasting station or radio broadcasting company relating to the dissemination of news or general broadcasting; to go into, conduct, and operate a general radio broadcasting business; and to do anything or enter into any contract or agreement respecting radio, as an adjunct to the newspaper business or otherwise, that may be deemed advisable or necessary or proper.

GEORGIA, BIBB COUNTY.

I hereby certify that the foregoing is a true and correct copy of resolution duly adopted at a meeting of stockholders of Macon Telegraph Publishing Company called in accordance with the by-laws for that purpose and held on August 25, 1936, as the said appears upon the minutes of said corporation.

This August 25, 1936.

Jas. W. Johnson, Jr.

Secretary, Macon Telegraph Publishing Co.

Macon Telegraph Publishing Company Seal.

    (Corporate)

		CLERK’S CERTIFICATE
STATE OF GEORGIA	:
		CLERK’S OFFICE, BIBB SUPERIOR COURT.
COUNTY OF BIBB	:

I, V. H. Roberts, Clerk of said Court, hereby certify that the foregoing 17 pages hereto attached contain a true and correct copy of, “Renewal of Charter, January 8, 1915, Application for Amendment to Charter, July 18, 1930, Amendment to Charter, October 28, 1930, Renewal of Charter, January 4th, 1935, and Amendment to Charter, September 2 1936 of Macon Telegraph Publishing Company.,” just as same appears of file and record in this office.

In Witness Whereof, I have hereunto set my hand and affixed my seal, this 23^rd day of June, 1943.

/s/ [Signature Illegible]

Clerk, Bibb Superior Court

(SEAL)

EX-3.1.20

Exhibit 3.1.20

ARTICLES OF INCORPORATION

OF

MAIL ADVERTISING CORPORATION

I, the undersigned natural person of the age of eighteen (18) years or more, a citizen of the State of Texas, acting as incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of incorporation for such Corporation.

ARTICLE I.

The name of the Corporation is MAIL ADVERTISING CORPORATION.

ARTICLE II.

The period of its duration is perpetual.

ARTICLE III.

The purpose for which the Corporation is organized is to transact any or all lawful business for which corporations may be organized under the Texas Business Corporation Act.

ARTICLE IV.

The aggregate number of shares which the Corporation shall have authority to issue is 250,000 of the par value of $1.00 per share.

ARTICLE V.

The Corporation will not commence business until it has received for issuance of its shares consideration of the value of One Thousand Dollars ($1,000) consisting of money, labor done, or property actually received.

ARTICLE VI.

The post office address of the registered office of the Corporation is 1502 South Treadaway, Abilene, Texas 79602, and the name of its initial registered agent at such address is Phillip W. Gage.

ARTICLE VII.

The number of Directors constituting the initial Board of Directors of the Corporation shall be two, and the names and addresses of the persons who are to serve as Directors until the first annual meeting of shareholders or until their successors are elected and qualified, are:

Phillip W. Gage

1502 South Treadaway

Abilene, Texas 79602

Kathleen W. Gage

1502 South Treadaway

Abilene, Texas 79602

ARTICLE VIII.

The name and address of the incorporator is:

Bob J. Surovik

400 Pine Street, Suite 800

Abilene, Texas 79601

ARTICLE IX.

To the fullest extent permitted by the Texas Miscellaneous Corporation Laws Act or any other applicable laws as presently or hereafter in effect, no Director of the Corporation shall be liable to the Corporation or its Shareholders for monetary damages for or with respect to any acts or omissions in his or her capacity as a Director of the Corporation. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any Director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment.

ARTICLE X.

The right of every shareholder to accumulate his votes by giving one candidate as many votes as the number of such directors multiplied by his shares or by giving such votes on the same principle among any number of such candidates, is hereby prohibited.

ARTICLE XI.

The pre-emptive rights of shareholders to acquire unissued or treasury shares of the Corporation are denied

IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of February, 1995.

/s/ Bob J. Surovik

BOB J. SUROVIK

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ARTICLES OF MERGER

OF

P. W. GAGE, INC.

INTO

MAIL ADVERTISING CORPORATION

Pursuant to the provisions of Article 5.16 of the Texas Business Corporation Act, Mail Advertising Corporation (“Parent Corporation”), has adopted the following Articles of Merger for the purpose of merging P. W. Gage, Inc. (“Subsidiary Corporation”) into the Parent Corporation:

ARTICLE I.

Both corporations are organized under the laws of the State of Texas.

ARTICLE II.

There is only one class of stock of the Subsidiary Corporation and the number of shares outstanding and the number of shares owned by the Parent Corporation are as follows:

NUMBER OF SHARES OUTSTANDING	DESIGNATION OF CLASS	NUMBER OF SHARES OWNED BY PARENT
750	Common	750

ARTICLE III.

A copy of the merger resolution adopted by the Board of Directors of the Parent Corporation approving the merger of the Subsidiary Corporation into the Parent Corporation is attached to and incorporated by reference into these articles as Exhibit A. The resolution was approved on March 30, 1995.

DATED: March 30, 1995.

MAIL ADVERTISING CORPORATION
By:	/s/ Phillip W. Gage
	Phillip W. Gage; President

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SECRETARY’S CERTIFICATE OF ADOPTION OF

RESOLUTION OF MERGER BY BOARD OF DIRECTORS

I, Kathleen W. Gage, certify that:

I am the duly qualified and acting Secretary of Mail Advertising Corporation, a duly organized and existing Texas corporation.

The following is a true copy of a resolution duly adopted by the Board of Directors of Mail Advertising Corporation at a meeting that was legally held on March 30, 1995, and entered in the minutes of the meeting which are contained in the minute book of the Corporation:

It is RESOLVED that:

(1) P. W. Gage, Inc., a corporation duly organized and existing under the laws of the State of Texas be merged into this Corporation pursuant to Article 5.16 of the Texas Business Corporation Act;

(2) The officers of this Corporation are authorized and directed to perform all acts and to execute and file all documents necessary to effectuate the merger pursuant to Article 5.16 of the Texas Business Corporation Act.

The above resolution is in conformity with the articles of incorporation and bylaws of the corporation, has never been modified or repealed, and is in full force and effect.

DATED: March 30, 1995.

/s/ Kathleen W. Gage

Kathleen W. Gage, Secretary

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ASSUMED NAME CERTIFICATE

FOR MAIL ADVERTISING CORPORATION

1. The name of the corporation, limited liability company, limited partnership, or registered limited liability partnership as stated in its Articles of Incorporation, Articles of Organization, Certificate of Limited Partnership, Application for Certificate of Authority, or comparable document is Mail Advertising Corporation.

2. The assumed name under which the corporation or professional service is or is to be conducted or rendered is MAC DIRECT.

3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is Texas, and the address of its registered or similar office in that jurisdiction is 1502 South Treadway Boulevard, Abilene, Texas 79602.

4. The period, not to exceed 10 years, during which the assumed name will be used is April 21, 1997, to April 21, 2007.

5. The entity is a Business Corporation.

6. If the entity is required to maintain a registered office in Texas, the address of the registered office is 1502 South Treadway Boulevard, Abilene, Texas 79602, and the name of its registered agent at such address is Phillip W. Gage.

The address of the principal office (if not the same as the registered office) is Same.

7. The county of counties where business or professional services are being or are to be conducted or rendered under such assumed name are ALL.

/s/ J. Michael Winter

J. Michael Winter

Vice-President

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THE STATE OF TEXAS I

COUNTY OF TAYLOR I

BEFORE ME, the undersigned authority, on this day personally appeared J. MICHAEL WINTER, known to me to be the person who signed the foregoing instrument, and acknowledged to me that he executed the instrument for the purposes therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE on this 21st day of April, 1997.

[Seal]	/s/ Dianna D. Davis
	Notary Public, State of Texas.

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Office of the Secretary of State

Corporations Section

P.O. Box 13697

Austin, Texas 78711-3697

CHANGE OF REGISTRED AGENT/REGISTERED OFFICE

1. The name of the entity is MAIL ADVERTISING CORPORATION             and the file number issued to the entity by the secretary of state is 0134343100      

2. The entity is: (Check one.)

x a business corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, as provided by the Texas Business Corporation Act.

¨ a non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, or through its members in whom management of the corporation is vested pursuant to article 3.14C, as provided by the Texas Non-Profit Corporation Act.

¨ a limited liability company, which has authorized the changes indicated below through its members or managers, as provided by the Texas Limited Liability Company Act.

¨ a limited partnership, which has authorized the changes indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

¨ an out-of-state financial institution, which has authorized the changes indicated below in the manner provided under the laws governing its formation.

3. The registered office address as PRESENTLY shown in the records of the Texas secretary of state is 1502 S. TREADWAY, ABILENE, TX 79602                

4. x A. The address of the NEW registered address is: (Please provide street address, city, state and zip code. The address must be in Texas.)

c/o C T Corporation System, 350 N. St. Paul Street, Dallas, Texas 75201            

OR

¨ B. The registered office address will not change.

5. The name of the registered agent as PRESENTLY shown in the records of the Texas secretary of state is PHILLIP W. GAGE            

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6. x A. The name of the NEW registered agent is C T Corporation System            

OR

¨ B. The registered agent will not change.

2. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

By:	/s/ Naseem A. Conde
		(A person authorized to sign on behalf       of the entity)
Naseem A. Conde, Secretary

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EX-3.1.21

Exhibit 3.1.21

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

• First: The name of the limited liability company is Nando Canada LLC.

• Second: The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, Delaware. The name of its registered agent at such address is The Corporation Trust Company.

In Witness Whereof, the undersigned has executed this Certificate of Formation of Nando Canada LLC this 28th day of November, 2001.

/s/ Michelle Rowe Hallsten

Michelle Rowe Hallsten

Authorized Person

CERTIFICATE OF AMENDMENT

OF

NANDO CANADA LLC

1. The name of the limited liability company is Nando Canada LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the limited liability company is hereby changed to McClatchy Interactive LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Nando Canada LLC this 10th day of January, 2005.

By:	/s/ Karole Morgan-Prager
	Karole Morgan-Prager, Vice-President

EX-3.1.22

Exhibit 3.1.22

CERTIFICATE OF INCORPORATION

OF

KRD ACQUISITION CORP.

A Delaware Corporation

FIRST: The name of the Corporation is KRD Acquisition Corp.

SECOND: The address of the Corporation’s registered office is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Stare of Delaware 19801, and the name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act for which, a corporation may be organized under the Delaware General Corporation Law.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Two Hundred Forty Million (240,000,000) shares of common stock, one cent ($.01) par value per share.

FIFTH: The Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation. Election of directors need not be by written ballot unless and to the extent provided in the Bylaws of the Corporation.

SIXTH: The name and mailing address of the incorporator is:

Barbara M. Lange

400 Sansome Street

Sat Francisco, CA 94111

SEVENTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv), for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

The rights and authority conferred is this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation or the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Laws of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated arc true, and accordingly have hereunto set my hand this 19th day of June, 2002.

/s/ Barbara M. Lange

Incorporator

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CORRECTED CERTIFICATE OF

of

KRD ACQUISITION CORP.

The undersigned hereby certifies:

1. The name of the Corporation is KRD Acquisition Corp.

2. The Corporation was incorporated in the State of Delaware on June 19, 2002.

3. The Certificate of Incorporation which was filed in the Office of the Delaware Secretary of State on June 19, 2002 requires correction as permitted by Section 103 of the Delaware General Corporation Law, in that the number of shares of stock which the Corporation is authorized to issue is incorrectly stated.

4. The document in corrected form is attached hereto as Exhibit A.

1N WITNESS WHEREOF, the undersigned has executed this Corrected Certificate of Incorporation this 20th Day of June, 2002.

/s/ Barbara M. Lange

Barbara M. Lange, Incorporator

CERTIFICATE OF INCORPORATION

OF

KRD ACQUISITION CORP.

A Delaware Corporation

FIRST: The name of the Corporation is KRD Acquisition Corp.

SECOND: The address of the Corporation’s registered office is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801, and the name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act for which a corporation may be organized under the Delaware General Corporation Law.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000) shares of common stock, one cent ($.01) par value per share.

FIFTH: The Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation. Election of directors need not be by written ballot unless and to the extent provided in the Bylaws of the Corporation.

SIXTH: The name and mailing address of the incorporator is:

Barbara M. Lange

400 Sansome Street

San Francisco, CA 94111

SEVENTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv), for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

The rights and authority conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation or the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Laws of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 19th day of June, 2002.

/s/ Barbara M. Lange

Incorporator

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CERTIFICATE OF MERGER

OF

KNIGHT RIDDER DIGITAL

WITH AND INTO

KRD ACQUISITION CORP.

Pursuant to Section 251 of the

Delaware General Corporation Law

KRD Acquisition Corp., a Delaware corporation, does hereby certify that:

1. The name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
KRD Acquisition Corp.	Delaware
Knight Ridder Digital	Delaware

2. An agreement and plan of merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware.

3. The name of the surviving corporation of the merger is KRD Acquisition Corp., a Delaware corporation.

4. The certificate of incorporation of KRD Acquisition Corp., which is surviving the merger, shall be the certificate of incorporation of the surviving corporation and Article FIRST of such certificate of incorporation shall be amended to state that the name of the surviving corporation is “Knight Ridder Digital.”

5. The executed agreement and plan of merger is on file at an office of the surviving corporation. The address of the office of the surviving corporation at which the agreement of merger is filed is 50 West San Fernando Street, San Jose, CA 95113.

6. A copy of the agreement and plan of merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

7. This Certificate of Merger shall be effective upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, KRD Acquisition Corp. has caused this Certificate of Merger to be executed in its corporate name as of the 20th day of June 2002.

KRD ACQUISITION CORP.
By:	/s/ Adrienne Lilly
Name:	/s/ ADRIENNE LILLY
Title:	/s/ ASSISTANT SECRETARY

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CERTIFICATE

The undersigned, Assistant Secretary of Knight Ridder Digital and KRD Acquisition Corp. hereby provides the following certification in accordance with Delaware Corporations Code Section 102:

The surviving corporation of the merger of Knight Ridder Digital with and into KRD Acquisition Corp., which surviving corporation by amendment of its Certificate of Incorporation in the Certificate of Merger to change its name is now named Knight Ridder Digital, has assets which total more than $10,000,000.

By:	/s/ Adrienne Lilly
Name:	/s/ ADRIENNE LILLY
Title:	/s/ ASSISTANT SECRETARY

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

OF

KNIGHT RIDDER DIGITAL

Knight Ridder Digital, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

A. The name of the corporation is Knight Ridder Digital. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on June 19, 2002, as corrected on June 20, 2002.

B. This Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the corporation.

C. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment amends the provisions of the corporation’s Certificate of Incorporation as set forth herein.

D. Article First of the corporation’s Certificate of Incorporation is hereby amended to read in its entirety as follows:

“The name of the Corporation is McClatchy Interactive West.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed by Karole Morgan-Prager, its Secretary, effective as of December 8, 2006.

By:	/s/ Karole Morgan-Prager
	Karole Morgan-Prager
	Secretary

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EX-3.1.23

Exhibit 3.1.23

CERTIFICATE OF INCORPORATION

OF

KNIGHT-RIDDER INVESTMENT COMPANY

FIRST: The name of the Corporation is Knight-Ridder Investment Company.

SECOND: The address of the Corporation’s registered office is 100 West Tenth Street, City of Wilmington, County of New Castle, State of Delaware, and the name of its registered agent thereat is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand shares of common stock of the par value of one dollar ($1.00) per share.

FIFTH: The name and mailing address of the incorporator is David M. LeMay, One Wall Street, New York, New York 10005.

SIXTH: The Board of Directors is expressly authorized to make, alter, amend or repeal the By-Laws of the Corporation.

SEVENTH: Voting at any meeting of the stockholders of the Corporation need not be by written ballot.

IN WITNESS WHEREOF, I have made, signed and sealed this Certificate of Incorporation this 22nd day of December, 1983.

/s/ David M. LeMay

David M. LeMay

Incorporator

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CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

OF

KNIGHT-RIDDER INVESTMENT COMPANY

Knight-Ridder Investment Company, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

A. The name of the corporation is Knight-Ridder Investment Company. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on December 23, 1983.

B. This Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the corporation.

C. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment amends the provisions of the corporation’s Certificate of Incorporation as set forth herein.

D. Article I of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

“The name of the Corporation is McClatchy Investment Company.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed by Karole Morgan-Prager, its Secretary, effective as of January 12, 2007.

By:	/s/ Karole Morgan-Prager
	Karole Morgan-Prager
	Secretary

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EX-3.1.24

Exhibit 3.1.24

CERTIFICATE OF INCORPORATION

OF

McCLATCHY MANAGEMENT SERVICES, INC.

FIRST:            The name of the corporation is McClatchy Management Services, Inc.

SECOND:       The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD:           The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:        The corporation is authorized to issue one class of stock, to be designated “Common Stock,” with a par value of $.001 per share. The total number of shares of Common Stock that the corporation shall have authority to issue is one thousand (1,000).

FIFTH:             The business and affairs of the corporation shall be managed by or wider the direction of the board of directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the bylaws of the corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation. Election of directors need not be by written ballot, unless the bylaws so provide.

SIXTH:             The board of directors is authorized to make, adopt, amend, alter or repeal the bylaws of the corporation. The stockholders shall also have power to make, adopt, amend, alter or repeal the bylaws of the corporation.

SEVENTH: The name and mailing address of the incorporator is:

Michelle Rowe Hallsten

Gray Cary Ware & Freidenrich LLP

400 Capitol Mall, Suite 2400

Sacramento, CA 95814

EIGHTH:        To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, a director of the corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the foregoing provisions of this Article EIGHTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of, or increase the liability of any director of the corporation with respect to any acts or omissions occurring prior to, such repeal or modification.

I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, do certify that the facts herein stated are true, and accordingly, have hereto set my hand this 28th day of November, 2001.

/s/ Michelle Rowe-Hallsten

Michelle Rowe-Hallsten, Incorporator

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EX-3.1.25

Exhibit 3.1.25

RESTATED CERTIFICATE OF INCORPORATION

OF

McCLATCHY NEWSPAPERS, INC.

ARTICLE I

The name of the corporation is McClatchy Newspapers, Inc.

ARTICLE II

The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

ARTICLE IV

The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, $.01 par value per share.

ARTICLE V

The Board of Directors is expressly authorized to make, alter or repeal the by-laws of the Corporation.

ARTICLE VI

(a)        A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

(b)        Each director or officer of the Corporation who was or is made a party or is threatened to be made a party to or is in any way involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including without limitation any action, suit or proceeding brought by or in the right of the Corporation to procure a judgment in its favor) (hereinafter a “proceeding”), including any appeal therefrom, by reason of the

fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer, employee, agent or fiduciary of the Corporation or a predecessor corporation or of a subsidiary of the Corporation or any such predecessor corporation, or is or was serving at the request of the Corporation or any such predecessor corporation, as a director, officer, manager, partner, trustee, employee, fiduciary or agent of another entity or enterprise, or by reason of anything done or not done in such capacity, shall be indemnified and held harmless by the Corporation, and the Corporation shall advance all expenses incurred by any such person in connection with any such proceeding prior to its final determination, to the fullest extent authorized by the Delaware General Corporation Law. In any proceeding against the Corporation to enforce these rights, such person shall be presumed to be entitled to indemnification, and the Corporation shall have the burden of proof to overcome that presumption. The rights to indemnification and advancement of expenses conferred by this Article shall be presumed to have been relied upon by directors and officers of the Corporation in serving or continuing to serve the Corporation and shall be enforceable as contract rights. Said rights shall not be exclusive of any other rights to which those seeking indemnification may otherwise be entitled. The Corporation may, upon written demand presented by a director or officer of the Corporation or of a subsidiary of the Corporation, or by a person serving at the request of the Corporation as a director or officer of another entity or enterprise, enter into contracts to provide such persons with specific rights to indemnification, which contracts may confer rights and protections to the maximum extent permitted by the Delaware General Corporation Law. The Corporation may create trust funds, grant security interests, obtain letters of credit, or use other means to ensure payment of such amounts as may be necessary to perform the obligations provided for in this Article or in any such contract.

(c)        Any repeal or modification of the foregoing provisions of this Article by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification, including without limitation any contractual rights arising under or authorized by this Article.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of the Certificate of Incorporation of this Corporation, and which has been duly adopted in accordance with Sections 242 and 245 of the Delaware General Corporation Law, has been executed by its duly authorized officer this 20^th day of March, 1998.

McCLATCHY NEWSPAPERS, INC.
By	/s/ Gary B. Pruitt
	Gary B. Pruitt  President

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CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

LEGI-TECH

WITH AND INTO

McCLATCHY NEWSPAPERS, INC.

(Pursuant to section 253 of the

General Corporation Law of the State of Delaware)

Pursuant to the provisions of the General Corporation Law of the State of Delaware, the undersigned officers of McClatchy Newspapers, Inc., a Delaware corporation (herein the “Company”), do hereby certify to the following facts relating to the merger (herein the “Merger”) of Legi-Tech, a California corporation (herein the “Subsidiary”), into the Company, with the Company remaining as the surviving corporation:

FIRST: The Company is incorporated pursuant to the General Corporation Law of the State of Delaware and is to be the surviving corporation under the Merger.

SECOND: The Subsidiary is incorporated pursuant to the General Corporation Law of the State of California and is to be the disappearing corporation under the Merger.

THIRD: The Company owns all of the outstanding shares of each class of capital stock of the Subsidiary.

FOURTH: The certificate of incorporation of the Company as in effect immediately prior to the effective date of Merger shall be the certificate of incorporation of the Company.

FIFTH: The following is a copy of the resolutions, duly adopted and approved by the Board of Directors, to merge the Subsidiary with and into the Company:

WHEREAS, McClatchy Newspapers, Inc., a Delaware corporation (the “Company”), owns all of the outstanding shares of each class of capital stock of Information Sources, Inc., a California corporation, and Information Sources, Inc., a California corporation, owns all of the outstanding shares of each class of capital stock of Legi-Tech, a California corporation (the “Subsidiary”); and

WHEREAS, Information Sources, Inc. is simultaneously being merged with and into the Company and has also approved of the merger of Subsidiary into the Company; and

WHEREAS, the Board of Directors of the Company deems it advisable that the Subsidiary be merged with and into the Company pursuant to section 253 of the General

Corporation Law of the State of Delaware and pursuant to section 1110 of the General Corporation Law of the State of California:

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Company (the “Merger”) and effective upon such Merger the Company does hereby assume all liabilities of the Subsidiary; and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of capital stock of the Company shall remain unchanged and continue to remain outstanding as one share of capital stock of the Company, held by the person who was the holder of such share of capital stock of the Company immediately prior to the Merger; and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof; each then outstanding share of common stock of the Subsidiary shall be canceled and no consideration shall be issued in respect thereof; and be it further

RESOLVED, that the Merger herein provided for shall become effective March 31, 2000; and be it further

RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of ownership and merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware and the Secretary of State of the State of California, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the foregoing resolutions relating to the Merger.

SIXTH: The effective date of the Merger shall be March 31, 2000.

IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officers this 22nd day of March, 2000.

MC CLATCHY NEWSPAPERS, INC., a Delaware corporation
By	/s/ Gary B. Pruitt
	Gary B. Pruitt President
By	/s/ Karole Morgan-Prager
	Karole Morgan-Prager Secretary

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CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

LA VOZ, LLC

WITH AND INTO

McCLATCHY NEWSPAPERS, INC.

(Pursuant to section 233 of the

General Corporation Law of the State of Delaware)

Pursuant to the provisions of the General Corporation Law of the State of Delaware, the undersigned officers of McClatchy Newspapers, Inc., a Delaware corporation (herein, the “Company”), do hereby certify to the following facts relating to the merger (herein the “Merger”) of La Voz, LLC, a California limited liability company (herein the “Subsidiary”), into the Company, with the Company remaining as the surviving corporation:

FIRST: The Company is incorporated pursuant to the General Corporation Law of the State of Delaware and is to be the surviving corporation under the Merger.

SECOND: The Subsidiary is formed pursuant to the California Corporations Code and is to be the disappearing entity under the Merger.

THIRD: The Company owns all of the outstanding membership interests of the Subsidiary.

FOURTH: The certificate of incorporation of the Company as in effect immediately prior to the effective date of Merger shall be the certificate of incorporation of the Company.

FIFTH: The following is a copy of the resolutions, duly adopted and approved by the Board of Directors, to merge the Subsidiary with and into the Company:

WHEREAS, McClatchy Newspapers, Inc., a Delaware corporation (the “Company”), owns all of the outstanding membership interests of La Voz, LLC, a California limited liability company (the “Subsidiary”); and

WHEREAS, the Board of Directors of the Company deems it advisable that the Subsidiary be merged with and into the Company pursuant to section 18-209 of the General Corporation Law or the State of Delaware and pursuant to section 17350 of the California Corporations Code:

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Company (the “Merger”) and effective upon such Merger the Company does hereby assume all liabilities of the Subsidiary; and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of capital stock of the Company shall remain unchanged and continue to remain outstanding as one share of capital stock of the Company, held by the person who was the holder of such share of capital stock of the Company immediately prior to the Merger; and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding membership interest of the Subsidiary shall be canceled and no consideration shall be issued in respect thereof; and be it further

RESOLVED, that the Merger herein provided for shall become effective March 31, 2000; and be it further

RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of ownership and merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware, to file a limited liability company certificate of merger with the Secretary of State of the State of California, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the foregoing resolutions relating to the Merger.

SIXTH: The effective date of the Merger shall be March 31, 2000.

IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officers this 22nd day of March, 2000.

MC CLATCHY NEWSPAPERS, INC., a Delaware corporation
By	/s/ Gary B. Pruitt
	Gary B. Pruitt President
By	/s/ Karole Morgan-Prager
	Karole Morgan-Prager Secretary

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CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

INFORMATION SOURCES, INC.

WITH AND INTO

McCLATCHY NEWSPAPERS, INC.

(Pursuant to section 253 of the

General Corporation Law of the State of Delaware)

Pursuant to the provisions of the General Corporation Law of the State of Delaware, the undersigned officers of McClatchy Newspapers, Inc., a Delaware corporation (herein the “Company”), do hereby certify to the following facts relating to the merger (herein the “Merger”) of Information Sources, Inc., a California corporation (herein the “Subsidiary”), into the Company, with the Company remaining as the surviving corporation:

FIRST: The Company is incorporated pursuant to the General Corporation Law of the State of Delaware and is to be the surviving corporation under the Merger.

SECOND: The Subsidiary is incorporated pursuant to the General Corporation Law of the State of California and is to be the disappearing corporation under the Merger.

THIRD: The Company owns all of the outstanding shares of each class of capital stock of the Subsidiary.

FOURTH: The certificate of incorporation of the Company as in effect immediately prior to the effective date of Merger shall be the certificate of incorporation of the Company.

FIFTH: The following is a copy of the resolutions, duly adopted and approved by the Board of Directors, to merge the Subsidiary with and into the Company:

WHEREAS, McClatchy Newspapers, Inc., a Delaware corporation (the “Company”), owns all of the outstanding shares of each class of capital stock of Information Sources, Inc., a California corporation the “Subsidiary”); and

WHEREAS, the Board of Directors of the Company deems it advisable that the Subsidiary be merged with and into the Company pursuant to section 253 of the General Corporation Law of the State of Delaware and pursuant to section 1110 of the General Corporation Law of the State of California:

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Company (the “Merger”) and effective upon such Merger the Company does hereby assume all liabilities of the Subsidiary; and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of capital stock of the Company shall remain unchanged and continue to remain outstanding as one share of capital stock of the Company, held by the person who was the holder of such share of capital stock of the Company immediately prior to the Merger; and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be canceled and no consideration shall be issued in respect thereof; and be it further

RESOLVED, that the Merger herein provided for shall become effective March 31, 2000; and be it further

RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of ownership and merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware and the Secretary of State of the State of California, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the foregoing resolutions relating to the Merger.

SIXTH: The effective date of the Merger shall be March 31, 2000.

IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officers this 22d day of March, 2000.

MC CLATCHY NEWSPAPERS, INC., a Delaware corporation
By	/s/ Gary B. Pruitt
	Gary B. Pruitt President
By	/s/ Karole Morgan-Prager
	Karole Morgan-Prager Secretary

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CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

FIFTY-FIVE PLUS, INC.

WITH AND INTO

McCLATCHY NEWSPAPERS, INC.

(Pursuant to section 253 of the

General Corporation Law of the State of Delaware)

Pursuant to the provisions of the General Corporation Law of the State of Delaware, the undersigned officers of McClatchy Newspapers, Inc., a Delaware corporation (herein the “Company”), do hereby certify to the following facts relating to the merger (herein the “Merger”) of Fifty-Five Plus, Inc., a California corporation (herein the “Subsidiary”), into the Company, with the Company remaining as the surviving corporation:

FIRST: The Company is incorporated pursuant to the General Corporation Law of the State of Delaware and is to be the surviving corporation under the Merger.

SECOND: The Subsidiary is incorporated pursuant to the General Corporation Law of the State of California and is to be the disappearing corporation under the Merger.

THIRD: The Company owns all of the outstanding shares of each class of capital stock of the Subsidiary.

FOURTH: The certificate of incorporation of the Company as in effect immediately prior to the effective date of Merger shall be the certificate of incorporation of the Company.

FIFTH: The following is a copy of the resolutions, duly adopted and approved by the Board of Directors, to merge the Subsidiary with and into the Company:

WHEREAS, McClatchy Newspapers, Inc., a Delaware corporation (the “Company”), owns all of the outstanding shares of each class of capital stock of Fifty-Five Plus, Inc., a California corporation (the “Subsidiary”); and

WHEREAS, the Board of Directors of the Company deems it advisable that the Subsidiary be merged with and into the Company pursuant to section 253 of the General Corporation Law of the State of Delaware and pursuant to section 1110 of the General Corporation Law of the State of California:

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Company (the “Merger”) and effective upon such Merger the Company does hereby assume all liabilities of the Subsidiary; and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of capital stock of the Company shall remain unchanged and continue to remain outstanding as one share of capital stock of the Company, held by the person who was the holder of such share of capital stock of the Company immediately prior to the Merger; and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be canceled and no consideration shall be issued in respect thereof; and be it further

RESOLVED, that the Merger herein provided for shall become effective March 31, 2000; and be it further

RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of ownership and merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware and the Secretary of State of the State of California, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the foregoing resolutions relating to the Merger.

SIXTH: The effective date of the Merger shall be March 31, 2000.

IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officers this 22nd day of March, 2000.

MC CLATCHY NEWSPAPERS, INC., a Delaware corporation
By	/s/ Gary B. Pruitt
	Gary B. Pruitt President
By	/s/ Karole Morgan-Prager
	Karole Morgan-Prager Secretary

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CERTIFICATE OF MERGER

MERGING

EL SOL, LLC

WITH AND INTO

McCLATCHY NEWSPAPERS, INC.

(Pursuant to section 264 of the

General Corporation Law of the State of Delaware)

Pursuant to the provisions of the General Corporation Law of the State of Delaware, the undersigned officers of McClatchy Newspapers, Inc., a Delaware corporation (herein the “Company”), do hereby certify to the following facts relating to the merger (herein the “Merger”) of El Sol, LLC, a California limited liability company (herein the “Subsidiary”), into the Company, with the Company remaining as the surviving corporation:

FIRST: The Company is incorporated pursuant to the General Corporation Law of the State of Delaware and is to be the surviving corporation under the Merger.

SECOND: The Subsidiary is formed pursuant to the California Corporations Code and is to be the disappearing entity under the Merger.

THIRD: The Company owns all of the outstanding membership interests of the Subsidiary.

FOURTH: The certificate of incorporation of the Company as in effect immediately prior to the effective date of Merger shall be the certificate of incorporation of the Company.

FIFTH: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the Subsidiary and the Company in accordance with section 264.

SIXTH: The Agreement of Merger is on file at the offices of the Company, 2100 Q. Street, Sacramento, California 95852, and will be furnished without cost to any member or stockholder of the Subsidiary or the Company.

SEVENTH: The following is a copy of the resolutions, duly adopted and approved by the Board of Directors, to merge the Subsidiary with and into the Company:

WHEREAS, McClatchy Newspapers, Inc., a Delaware corporation (the “Company”), owns all of the outstanding membership interests of El Sol, LLC, a California limited liability company (the “Subsidiary”); and

WHEREAS, the Board of Directors of the Company deems it advisable that the Subsidiary be merged with and into the Company pursuant to section 18-209 of the General

Corporation Law of the State of Delaware and pursuant to section 17350 of the California Corporations Code:

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Company (the “Merger”) and effective upon such Merger the Company does hereby assume all liabilities of the Subsidiary; and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of capital stock of the Company shall remain unchanged and continue to remain outstanding as one share of capital stock of the Company, held by the person who was the holder of such share of capital stock of the Company immediately prior to the Merger; and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding membership interest of the Subsidiary shall be canceled and no consideration shall be issued in respect thereof; and be it further

RESOLVED, that the Merger herein provided for shall become effective March 31, 2000; and be it further

RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware, to file a limited liability company certificate of merger with the Secretary of State of the State of California, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the foregoing resolutions relating to the Merger.

EIGHTH: The effective date of the Merger shall be March 31, 2000.

IN WITNESS WHEREOF, the Company has caused this Certificate of Merger to be executed by its duly authorized officers this 30th day of March, 2000.

MC CLATCHY NEWSPAPERS, INC., a Delaware corporation
By	/s/ Gary B. Pruitt
	Gary B. Pruitt President
By	/s/ Karole Morgan-Prager
	Karole Morgan-Prager Secretary

-2-

CERTIFICATE OF CORRECTION

FILED TO CORRECT A CERTAIN ERROR IN THE

“CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

LEGI-TECH

WITH AND INTO

McCLATCHY NEWSPAPERS, INC.

(Pursuant to section 253 of the

General Corporation Law of the State of Delaware)”

McClatchy Newspapers, Inc., a Delaware corporation (herein the “Company”), does hereby certify that:

1.         The name of the corporation is McClatchy Newspapers, Inc.

2.         The Certificate of Ownership and Merger Merging Legi-Tech with and into McClatchy Newspapers, Inc., which was filed by the Delaware Secretary of State on March 23, 2000, is hereby corrected.

3.         At the request of the California Secretary of State, the Resolutions of the Board of Directors of McClatchy Newspapers, Inc. approving the Merger in Article FIFTH should delete the Resolutions relating to the chain of ownership of stock.

4.         Article FIFTH is revised to read as follows:

“FIFTH: The following is a copy of the resolutions, duly adopted and approved by the Board of Directors, to merge the Subsidiary with and into the Company:

WHEREAS, McClatchy Newspapers, Inc., a Delaware corporation (the “Company”), owns all of the outstanding shares of each class of capital stock of Legi-Tech, a California corporation (the “Subsidiary”); and

WHEREAS, the Board of Directors of the Company deems it advisable that the Subsidiary be merged with and into the Company pursuant to section 253 of the General Corporation Law of the State of Delaware and pursuant to section 1110 of the General Corporation Law of the State of California:

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Company (the “Merger”) and effective upon such Merger the Company does hereby assume all liabilities of the Subsidiary; and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of capital stock of the Company shall remain unchanged and continue to remain outstanding as one share of capital stock of the Company, held by the person who was the holder of such share of capital stock of the Company immediately prior to the Merger; and be it further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be canceled and no consideration shall be issued in respect thereof; and be it further

RESOLVED, that the Merger herein provided for shall become effective March 31, 2000; and be it further

RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of ownership and merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware and the Secretary of State of the State of California, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the foregoing resolutions relating to the Merger.”

IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to be executed by its duly authorized officers this 4th day of April 2000.

MC CLATCHY NEWSPAPERS, INC., a Delaware corporation
By	/s/ Gary B. Pruitt
	Gary B. Pruitt President
By	/s/ Karole Morgan-Prager
	Karole Morgan-Prager Secretary

-2-

EX-3.1.26

Exhibit 3.1.26

CERTIFICATE OF INCORPORATION

OF

KR U.S.A., INC.

FIRST:        The name of the Corporation is KR U.S.A., INC.

SECOND:    The address of the Corporation’s registered office is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801, and the name of its registered agent thereat is The Corporation Trust Company.

THIRD:        The purpose of the Corporation is to engage in any lawful act for which a corporation may be organized under the Delaware General Corporation Law.

FOURTH:    The total number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000) shares of common stock, one cent ($.01) par value per share.

FIFTH:        The name and mailing address of the incorporator is Alison W. Miller, 2200 Museum Tower, 150 West Flagler Street, Miami, Florida 33130. The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation and the following persons shall serve as directors until the first annual meeting of stockholders or until their successors are elected and qualified:

Name	Address
Alvah H. Chapman, Jr.	c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132
Mary Jean Connors	c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132
John C. Fontaine	c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132
Ross Jones	c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132
Bernard H. Ridder, Jr.	c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132

Name	Address
P. Anthony Ridder	c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132
Patrick J. Tierney	c/o Knight-Ridder, Inc. One Herald Plaza Miami, Florida 33132

SIXTH:        The Board of Directors is expressly authorized to adopt, alter, amend or repeal the ByLaws of the Corporation. Election of directors need not be by written ballot unless and to the extent provided in the ByLaws of the Corporation.

SEVENTH:    No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

The rights and authority conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation or the ByLaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

IN WITNESS WHEREOF, I have signed this Certificate of Incorporation on this 24 day of July, 1996.

/s/ Allison W. Miller

Alison W. Miller, Incorporator

-2-

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

OF

KR U.S.A., INC.

KR U.S.A., Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

A.        The name of the corporation is KR U.S.A., Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on July 29, 1996.

B.        This Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the corporation.

C.        Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment amends the provisions of the corporation’s Certificate of Incorporation as set forth herein.

D.        Article I of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

“The name of the Corporation is McClatchy U.S.A., Inc.”

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed by Karole Morgan-Prager, its Secretary, effective as of January 30, 2007.

By:	/s/ Karole Morgan-Prager
	Karole Morgan-Prager Secretary

-2-

EX-3.1.27

Exhibit 3.1.27

CERTIFICATE OF INCORPORATION OF

MIAMI HERALD HOLDING COMPANY, INC.

ARTICLE I

The name of the corporation is Miami Herald Holding Company, Inc. (the “Company”).

ARTICLE II

The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time.

ARTICLE IV

This Company is authorized to issue one class of shares to be designated Common Stock. The total number of shares of Common Stock the Company has authority to issue is One Thousand (1,000) shares, with par value of $0.001 per share.

ARTICLE V

The name and mailing address of the incorporator are as follows:

Melinda Anderson

c/o Wilson Sonsini Goodrich & Rosati, P.C.

1301 Avenue of the Americas

New York, NY 10019-6022

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Company is expressly authorized to make, alter, amend or repeal the bylaws of the Company.

ARTICLE VII

Elections of directors need not be by written ballot unless otherwise provided in the bylaws of the Company.

ARTICLE VIII

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

The Company shall indemnify and hold harmless, to the fullest extent permitted by the Delaware General Corporation Law, or any other applicable law, as the same exists or as may hereafter be amended from time to time, any director or officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding. The Company shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

The Company shall have the power to indemnify and hold harmless, to the extent permitted by the Delaware General Corporation Law, or any other applicable law, as the same exists or as may hereafter be amended from time to time, any employee or agent of the Company who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE IX

Except as provided in Article VIII above, the Company reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

-2-

I, the undersigned, as the sole incorporator of the Company, have signed this Certificate of Incorporation on June 19, 2006

/s/ Melinda Anderson

Melinda Anderson

Incorporator

-3-

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

OF

MIAMI HERALD HOLDING COMPANY, INC.

Miami Herald Holding Company, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

A.        The name of the corporation is Miami Herald Holding Company, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on June 19, 2006.

B.        This Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the corporation.

C.        Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment amends the provisions of the corporation’s Certificate of Incorporation as set forth herein.

D.        Article First of the corporation’s Certificate of Incorporation is hereby amended to read in its entirety as follows:

  “The name of the Corporation is The Miami Herald Publishing Company.”

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed by Karole Morgan-Prager, its Secretary, effective as of January 30, 2007

By:	/s/ Karole Morgan-Prager
	Karole Morgan-Prager
	Secretary

-2-

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

OF

THE MIAMI HERALD PUBLISHING COMPANY

The Miami Herald Publishing Company, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

A.        The name of the Corporation is The Miami Herald Publishing Company. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 19, 2006, as amended on February 5, 2007.

B.        This Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the Corporation.

C.        Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment amends the provisions of the Corporation’s Certificate of Incorporation as set forth herein.

D.        Article First of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as follows:

  “The name of the Corporation is Miami Herald Media Company.”

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Karole Morgan-Prager, its Secretary, effective as of March 26, 2007

By:	/s/ Karole Morgan-Prager
	Karole Morgan-Prager
	Secretary

-2-

EX-3.1.28

Exhibit 3.1.28

ARTICLES OF INCORPORATION

OF

NEWSPRINT VENTURES, INC.

1.        The name of this corporation is Newsprint Ventures, Inc.

2.        The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

3.        The name and address in this state of the corporation’s initial agent for service of process is James P. Smith, 2100 Q Street, Sacramento, California 95816.

4.        This corporation is authorized to issue only one class of shares, which shall be designated “common” shares. The total number of such shares which may be issued is One Thousand (1,000) shares.

Dated: November 28, 1984.

McCLATCHY NEWSPAPERS
By	/s/ James P. Smith
	James P. Smith
	Secretary

I hereby delcare that I am the person who executed the foregoing Articles of Incorporation on behalf of McCLATCHY NEWSPAPERS, a California corporation, and that this instrument is the act and deed of said corporation.

/s/ James P. Smith

James P. Smith

STATE OF CALIFORNIA	)
	)	ss.
COUNTY OF SACRAMENTO	)

On November 28, 1984, before me, the undersigned, a Notary Public in and for said County and State, personally appeared JAMES P. SMITH, known to me to be the Secretary of the corporation that executed the within instrument, known to me to be the person who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Wilma C. Flach                     Wilma C. Flach

      Notary Public

for said County and State

-2-

EX-3.1.29

Exhibit 3.1.29

[illegible]

SIR: In compliance with the requirements of an act of the General Assembly of the Commonwealth of Pennsylvania titled “An act to provide for the incorporation and regulation of certain corporations,” approved the 29th day of April 1874, and the several supplements thereto, the undersigned ALL of whom are citizens of Pennsylvania, having associated themselves together for the purpose hereinafter specified, and desiring that they may be incorporated, letters patent may issue, they and their successors according to law, do hereby certify:

1st.        The name of the proposed corporation is

      THE NITTANY PRINTING AND PUBLISHING COMPANY

2d.        Said corporation is formed for the purpose of

    The transaction of a printing and publishing business &c.,

3d.        The business of said corporation is to be transacted in State College Borough, Centre County, Pennsylvania.

4th.        Said corporation is to exist: Perpetually.

5th.        The name and residences of the subscribers and the number of shares subscribed in each, are as follows:

Name	Residence	No. of Shares
Louis E. Reber	State College, Pa.	___
George C. Lutz	State College, Pa.	___
F. E. Foss	State College, Pa.	___
John Price Jackson	State College, Pa.	___

6th.        The number of directors of said corporation is fixed at FOUR (4) and the names and residences of the chosen directors for the first year are as follows:

Name	Residence
Louis E. Reber	State College, Pa.
George C. Lutz	State College, Pa.

7th.        The amount of the capital stock of said corporation is $15,000.00 divided into 600 shares of the par value of $25.00 and $1,500.00 being ten per centum of the capital stock, has been paid in cash to the Treasurer of said corporation, whose name and residence are:

F. E. Foss, State College, Penna.

Louis E. Reber, (SEAL) John Price Jackson, (SEAL)

State of Pennsylvania	)
	)	ss.
County of Centre	)

Before me a Notary Public in and for the county aforesaid, personally came the above named Louis E. Reber, and John Price Jackson, who in due form of law acknowledge the foregoing instrument to be their act and deed for the purposes therein specified.

Witness my card and Seal of office, the          day of June, 1907.

(SEAL)

[illegible]

State of Pennsylvania	)
	)	ss.
County of Centre	)

Personally appeared before me this                  day of June. A.D. 1907,                 , who being duly sworn, according to law, depose and say that the statements contained in the foregoing instrument are true.

Sworn and subscribed before me, the day and year aforesaid.

(SEAL)

[illegible]

EXECUTIVE CHAMBER

To the Secretary of the Commonwealth

Having examined the within application and found it to be in proper form and within the purposes of the class of corporations specified in section two, of the act, entitled “An act to provide for the incorporation and regulation of certain corporations,” approved April 29th, A. D. 1874, and the several supplements thereto, I hereby approve the same, and direct that letters patent issue according to law.

-2-

SECRETARY’S OFFICE

Pennsylvania, ss:

Entered in Charter Book No. 78, page 147.

Witness my hand and Seal of office at Harrisburg, this 1st day of September 1907.

Lewis E. Seitler

-3-

ARTICLES OF AMENDMENT

In compliance with the requirements of Article VIII of the Act of the General Assembly of the Commonwealth of Pennsylvania, known as the “Business Corporation Law” approved May 5, 1933, P. L. 364, and amendments thereto, providing for amendments to the Articles of Incorporation of corporations, The Nittany Printing and Publishing Company hereby certifies, under its corporate seal:

1.        That its name is The Nittany Printing and Publishing Company and that its registered office is located at 119 South Fraser Street, State College, Pennsylvania.

2.        That it is a corporation incorporated and existing under the Act of the General Assembly of the Commonwealth of Pennsylvania, as shown by its Certificate of Incorporation dated the 1st day of September, 1903, and recorded in the Office of the Secretary of the Commonwealth in Charter Book No. 78, page 147 and in the office of the Recorder of Deeds in and for the County of not recorded on the              day of                  in                                                                  .

3.        (a)         That at a meeting of the Board of Directors of said corporation held on November 11, 1965, a resolution was adopted authorizing an amendment to Paragraphs 2-7 of the Articles of Incorporation of the said corporation, and directing that such amendment be submitted to a vote of the shareholders entitled to vote thereon at a meeting to be held on January 21, 1966.

  (b)        That a meeting of the shareholders of said corporation to take action upon the proposed amendment was held on January 21, 1966, at the registered office of the corporation, pursuant to* the requirements of the By-Laws regarding special meetings of shareholders and the giving of 10 days notice, with notice waived in writing.

4.        That at the time of the meeting of the shareholders on January 21, 1966, the authorized number of all shares of the capital stock of the corporation (whether voting or non-voting) was 600 voting shares of which 526 voting shares were issued and outstanding and 484 were entitled to vote on the proposed amendment and 42 shares held in the treasury.

5.        That at the meeting of the shareholders, held January 21, 1966 the amendment herein set forth was adopted; 484 shares were voted in favor of the resolution amending the Articles of Incorporation of the corporation in the manner hereinafter set forth, and No shares were voted against the resolution, viz.:

“RESOLVED that Paragraphs 2 and 7 of the Articles of Incorporation of this corporation which reads as follows:

* Set forth the kind and period of notice given to the shareholders, whether 10 days or 60 days or whether notice was waived in writing by all shareholders entitled to vote thereon.

-4-

2nd. Said corporation is formed for the purpose of

  The transaction of a printing and publishing business.

7th. The amount of the capital stock of said corporation is $15,000.00 divided into 600 shares of the par value of $25.00 and $1,500.00 being ten per centum of the capital stock, has been paid in cash to the Treasurer of said corporation, whose name and residence are: F. E. Foss, State College, Pennsylvania.

Be and the same is hereby amended to read as follows:

2nd. Said corporation is formed for the purpose of

To engage in the general business of printing and publishing and to carry on the business of newspaper and magazine publishing as proprietor; to act as manufacturer and distributor of engravings, prints, pictures, drawings and any written, engraved, painted or printed productions; to carry on the business of advertising as agent, contractor, and designer; to purchase and otherwise acquire, own, lease, mortgage and sell real property, personal property and improvements to real property; to engage directly or as a shareholder, by purchase of stock, bonds, debentures or other obligations or securities, in any manufacturing, commercial, research enterprise, whether newly formed or already in existence, to acquire, retain, deal with and dispose of the shares of stock, bonds, or securities of any corporation; and to do and perform any and all other acts or things in furtherance of these corporate purposes.

7th.        The Amount of capital stock of the corporation is $600,000.00, represented by two classes of stock: A preferred stock in the total capital amount of $525,000.00, consisting of 5250 shares each having a par value of $100.00; the preferred stock will be non-voting, will carry a non-cumulative dividend rate of 6% per year and the By-Laws will provide that dividends may not be paid on common shares until the preferred shares receive a 6% dividend in that particular dividend period. A common stock in the total capital amount of $75,000.00 consisting of 75,000 shares each share having a par value of $1.00; the common stock shall have one vote per share and shall have all the rights attaching to common stock.

“RESOLVED FURTHER that the President and Secretary of this corporation be and they are hereby authorized, empowered and directed to execute, under the corporate seal of this corporation, Articles of Amendment to the Articles of Incorporation and to file such Articles of Amendment with the Department of State of the Commonwealth of Pennsylvania.”

IN TESTIMONY WHEREOF, The Nittany Printing & Publishing Company has caused these Articles of Amendment to be signed by its President and its corporate seal, duly attested by its Secretary, to be hereunto affixed this 21st day of January, 1966.

The Nittany Printing & Publishing Company
By	/s/ Claude G. Aikens
	President

-5-

Attest

/s/ Jerome Weinstein

Secretary

(SEAL)

Commonwealth of Pennsylvania	)
	)	ss.
County of Centre	)

On this 21st day of January, 1966, before me a Notary Public in and for the State and County aforesaid, personally appeared Claude G. Aikens, the President, and Jerome Weinstein the Secretary, of the above named corporation, who, being duly sworn, or affirmed, did depose and say that they are respectively President and Secretary of said corporation; that the foregoing Articles of Amendment were duly signed and sealed by them as the act and deed of the corporation; that the seal affixed thereto is the common and corporate seal of the corporation; and that the statements therein are true to the best of the knowledge and belief of each deponent.

/s/ Claude G. Aikens

/s/ Jerome Weinstein

Sworn and subscribed before me this

21st day of January, 1966

(SEAL)

Approved in the Department of State, on the 30th day of December A.D. 1966

/s/ [signature illegible]

Secretary of the Commonwealth

-6-

/s/ [signature illegible]

Secretary of the Commonwealth

COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF STATE

DEPARTMENT OF STATE

CORPORATION BUREAU

In compliance with the requirements of section 983 of the business Corporation Law, act of May 5, 1933,(N.L. 364) (15 P.S. § _903), the undersigned corporations, desiring to effect a merger, hereby certify that:

1. The name of the corporation surviving the merger is:

THE NITTANY PRINTING AND PUBLISHING COMPANY

2. The surviving corporation is a domestic corporation and the location of its registered office in the Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department).

119 South Fraser Street, State College, Pennsylvania 16801

3. The name and the location of the registered office of each other domestic business corporation which is a party to the plan of merger is as follows:

BALD KNOB DEVELOPMENT CORPORATION	Route 322
	Boalsburg, Pennsylvania.

4. The plan of merger shall be effective on April 30, 1977, at 12:00 Noon, for accounting purposes only.

5. The manner in which the plan of merger was adopted by each domestic corporation is as follows:

BALD KNOB DEVELOPMENT CORPORATION – Approved by consents in writing setting forth the action so taken signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the Corporation

THE NITTANY PRINTING AND PUBLISHING COMPANY – Approved by consents in writing setting forth the action so taken signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation.

6. The plan of merger is set forth in Exhibit 2 attached hereto and made a part hereof.

IN TESTIMONY WHEREOF, each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 29th day of April, 1977.

ATTEST:	BALD KNOB DEVELOPMENT CORPORATION
[signature illegible]	BY:	[signature illegible]
ATTEST:	THE NITTANY PRINTING AND PUBLISHING COMPANY
[signature illegible]	BY:	[signature illegible]

-2-

PLAN AND AGREEMENT OF REORGANIZATION

BY MERGER OF

BALD KNOB DEVELOPMENT CORPORATION

WITH AND INTO

THE NITTANY PRINTING AND PUBLISHING COMPANY

UNDER THE NAME OF

“THE NITTANY PRINTING AND PUBLISHING COMPANY”

Bald Knob Development Corporation, a Pennsylvania corporation, and The Nittany Printing and Publishing Company, a Pennsylvania corporation, sometimes hereinafter referred to as the “surviving corporation,” agree as follows:

ARTICLE 1

PLAN OF REORGANIZATION

Plan Adopted

1.01. A plan of reorganization of Bald Knob Development Corporation and The Nittany Printing and Publishing Company, pursuant to the provision of the Pennsylvania Business Corporation Law is adopted as follows:

(1) Bald Knob Development Corporation shall be merged with and into The Nittany Printing and Publishing Company, to exist and be governed by the laws of Pennsylvania.

(2) The name of the surviving corporation shall be: The Nittany Printing and Publishing Company.

(3) When this agreement shall become effective, the separate existence of Bald Knob Development Corporation shall cease and the surviving corporation shall succeed, without other transfer, to all the rights and property of Bald Knob Development Corporation and shall be subject to all the debts and liabilities of such corporation in the same manner as if the surviving corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent corporation shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger.

(4) The surviving corporation will carry on business with the assets of Bald Knob Development Corporation as well as with the assets of The Nittany Printing and Publishing Company.

(5) The shareholders of Bald Knob Development Corporation will surrender all of their shares in the manner hereinafter set forth.

(6) In exchange for the shares of Bald Knob Development Corporation, surrendered by its shareholders, the surviving corporation will cancel such shares and the increments of such cancellation will flow pro rata to each of the shareholders of The Nittany Printing and Publishing Company.

(7) The shareholders of The Nittany Printing and Publishing Company will retain their shares as shares of the surviving corporation.

Effective Date

1.02. The Effective Date of the merger shall be 12:00, Noon, on April 30, 1997, for accounting purposes only.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

OF CONSTITUENT CORPORATIONS

Nonsurvivor

2.01. As a material inducement to the surviving corporation to execute this Agreement and perform its obligations hereunder, Bald Knob Development Corporation represents and warrants to surviving corporation as follows:

(1) Bald Knob Development Corporation is a corporation duly organized Pennsylvania, which corporate power and authority to own property and carry on its business as it is now conducted.

(2) Bald Knob Development Corporation has furnished survivor with the audited balance sheet of Bald Knob Development Corporation. Specifically but not by way of limitation, the Balance Sheet discloses in accordance with generally accepted accounting principles all of the debts, liabilities, and obligations of any nature (whether absolute, accrued, contingent, or otherwise and whether due or to become due) of Bald Knob Development Corporation at the Balance Sheet Date, and includes appropriate reserves for all taxes and other liabilities accrued or due at such date but not yet payable.

(3) All required federal, state, and local tax returns of Bald Knob Development Corporation have been accurately prepared and duly and timely filed, and all federal, state, and local taxes required to be paid with respect to the periods covered by such returns, have been paid.

(4) Bald Knob Development Corporation further represents and warrants that there have been no adverse changes since the balance sheet date; that there are no pending legal actions or litigation; that it has valid and legal title to its property or other assets; that it is not a party to a contact not made in the ordinary course of business; that no changes in executive compensation have

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been made during merger negotiations; that is has made no unusual purchase commitments; that it pays all accounts receivable or valid claims; and that it has disclosed all material facts relating to the merger.

2.02. As a material inducement to Bald Knob Development Corporation to execute this Agreement and perform its obligations hereunder, The Nittany Printing and Publishing Company represents and warrants to Bald Knob Development Corporation as follows:

(1) The Nittany Printing and Publishing Company is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania, with corporate power and authority to own property and carry on its business as it is now being conducted.

Securities’ Law

2.03. If required, the parties will mutually arrange for and manage all necessary procedures under the requirements of federal and Commonwealth securities laws.

ARTICLE 3

COVENANTS, ACTIONS, AND OBLIGATIONS

PRIOR TO THE EFFECTIVE DATE

Interim Conduct of Business; Limitations

3.01. (1) Pending consummation of the merger, each of the constituent corporations will carry on its business in substantially the same manner as heretofore and will use its best efforts to maintain its business organization intact, to retain its present employees, and to maintain its relationships with suppliers and others having business relationships with it.

Submission to Shareholders and Filing

3.02. This Agreement shall be submitted separately to the shareholders of the constituent corporations in the manner provided by the laws of the Commonwealth of Pennsylvania.

ARTICLE 4

MANNER OF CONVERTING SHARES

Manner

4.01. On the effective date the holders of shares of Bald Knob Development Corporation shall surrender their shares to the Secretary of The Nittany Printing and Publishing Company.

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Shares of Survivor

4.02. (1) The presently outstanding 5240 shares of common and 5240 shares of 6% preferred stock of The Nittany Printing and Publishing Company shall remain outstanding.

ARTICLE 5

DIRECTORS AND OFFICERS

Directors and Officers of Survivor

5.01. (1) The present Board of Directors of The Nittany Printing and Publishing Company shall continue to serve as the Board of Directors of the surviving corporation until the next annual meeting or until such time as their successors have been elected and qualified.

ARTICLE 6

ARTICLES OF INCORPORATION

Articles of Surviving Corporation

6.01. The Articles of The Nittany Printing and Publishing Company as existing on the effective date of the merger, shall continue in full force as the Articles of the surviving corporation until altered, amended, or repealed as provided therein or as provided by law.

ARTICLE 7

BYLAWS

Bylaws of Survivor

7.01. The bylaws of The Nittany Printing and Publishing Company, as existing on the effective date of the merger, shall continue in full force as the bylaws of the surviving corporation until altered, amended, or repealed as provided therein or as provided by law.

ARTICLE 8

TERMINATION

Circumstances

8.01. This agreement may be terminated and the merger herein provide for may be terminated at any time prior to the Effective Date of the merge and notwithstanding the approval of the shareholders of either of the constituent corporations:

(1) By mutual consent of the Board of Directors of the constituent corporations.

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ARTICLE 9

INTERPRETATION AND ENFORCEMENT

Further Assurances

9.01. Bald Knob Development Corporation hereby agrees that from time to time as and when requested by the Surviving Corporation or by its successor or assigns, it will execute and deliver or cause to be executed and delivered, all such deeds and other instruments and will take or cause to be taken such further or other actions as the Surviving Corporation may deem necessary or desirable in order to vest or perfect in, or conform of record or otherwise to, the Surviving Corporation title to and possession of all the property, rights, privileges, powers, and franchises referred to in Article 1 hereof, and otherwise to carry out the intent and purposes of this Agreement.

Entire Agreement; Counterpart

9.02. This instrument and the exhibits hereto contain the entire agreement between the parties with respect to the transaction contemplated hereby.

Controlling Law

9.03. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the Commonwealth of Pennsylvania, the state in which this agreement is [illegible]

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Executed on April 1, 1977, at State College, Pennsylvania.

ATTEST:	BALD KNOB DEVELOPMENT CORPORATION
[signature illegible]	BY:	[signature illegible]
ATTEST:	THE NITTANY PRINTING AND PUBLISHING COMPANY
[signature illegible]	BY:	[signature illegible]

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EX-3.1.30

Exhibit 3.1.30

ARTICLES OF INCORPORATION

OF

NOR-TEX PUBLISHING, INC.

We, the undersigned natural persons of the age of twenty-one years or more, all of whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

1.

The name of the corporation is

NOR-TEX PUBLISHING, INC.

2.

The period of its duration is perpetual.

3.

The purpose or purposes for which the corporation is organized are:

a.        To transact a printing and publishing business;

b.        To purchase, manufacture, and sell, trade, deal in and deal with office supplies and goods, wares and merchandise and other personal property of every kind and description;

c.        To purchase, contract, lease, rent or otherwise acquire lands and real property of all kinds for use in connection with any of the business purposes of the corporation above set forth; subject, however, to Part 4, Texas Miscellaneous Corporations Act and the appropriate articles thereof;

d.        To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes, or the attainment of any of the objects, or the furtherance of any of the powers hereinbefore set forth, either alone or in association with other corporations, firms, or individuals, and to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the aforesaid business or powers, or any part or parts thereof; provided, the same be not inconsistent with the laws of the State of Texas; and provided, further, that the enumeration of specific powers shall not limit or restrict in any manner the general power of the corporation under the laws of said State.

4.

The authorized stock will be five hundred (500) shares of the par value of Ten Dollars ($10) each.

5.

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000), consisting of money, labor done, or property actually received.

6.

The post office address of its initial registered office is 117 East Abram Street, Arlington, Texas; and the name of its initial registered agent at such address is R. M. Weicker.

7.

The number of directors constituting the initial Board is five (5), and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders, or until their successors are elected and qualified, are:

George W. Hawkes	117 East Abram	Arlington, Texas
Charles T. Hawkes	117 East Abram	Arlington, Texas
R. M. Weicker	117 East Abram	Arlington, Texas
J. M. Bunkley	117 East Abram	Arlington, Texas
Alfred W. White		Mansfield, Texas

8.

No shareholder shall have the right to cumulate votes in the election of directors. No shareholder shall have any pre-emptive rights to purchase unissued or treasury shares of the corporation.

9.

The names and addresses of the incorporators are:

Whitfield J. Collins        1800 First National Building, Fort Worth 2, Texas

Robert A. Watson           1800 First National Building, Fort Worth 2, Texas

John C. Andrews            1800 First National Building, Fort Worth 2, Texas

IN WITNESS WHEREOF, we have hereunto set our hands, this 29^th day of April, 1963.

/s/ Whitfield J. Collins

      Whitfield J. Collins

/s/ Robert A. Watson

      Robert A. Watson

/s/ John C. Andrews

      John C. Andrews

STATE OF TEXAS	)
	)
COUNTY OF TARRANT	)

I, the undersigned notary public, do hereby certify that on this 29^th day of April, 1963, personally appeared before me WHITFIELD J. COLLINS, ROBERT A. WATSON, and JOHN C. ANDREWS, who, each being by me duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true.

/s/        [signature illegible]

      Notary Public, Tarrant County, Texas

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STATEMENT OF CHANGE OF

REGISTERED OFFICE AND AGENT

1.        The name of the Corporation is NOR-TEX PUBLISHING, INC.

2.        The address, including street number of its present registered office as shown in the records of the Secretary of State of Texas prior to filing of this statement is 117 E. Abram, Arlington, Texas.

3.        The address, including street and number to which its registered office is to be changed is 137 N. Main, Mansfield, Texas.

4.        The name of its present registered agent, as shown in the records of the Secretary of State of Texas, prior to filing of this Statement is R. M. WEICKER.

5.        The name of its new registered agent is JERRY T. EBENSBERGER.

6.        The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7.        Such change was authorized by its Board of Directors.

/s/ Jerry T. Ebensberger

      Jerry T. Ebensberger

STATE OF TEXAS	)
	)
COUNTY OF TARRANT	)

BEFORE ME, a Notary Public, on this day personally appeared JERRY T. EBENSBERGER, President, known to me to be the person whose name is subscribed to the foregoing document, and, being by me first duly sworn, declared that the statements therein contained are true and correct.

GIVEN UNDER MY HAND and seal of office this 1 day of July, 1983.

/s/ Patricia E. Arnold

      Notary Public            Patricia E. Arnold

      Tarrant County, Texas

      My commission expires: 6-10-85

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STATEMENT OF CHANGE OF REGISTERED OFFICE

1.        The name of the Corporation is NOR-TEX PUBLISHING, INC.

2.        The address, including street number, of its present registered office as shown in the records of the Secretary of State of Texas prior to filing of this statement is 137 N. Main, Mansfield, Texas.

3.        The address, including street number, to which its registered office is to be changed is 119 N. Main, Mansfield, Texas.

4.         The name of its present registered agent, as shown in the records of the Secretary of State of Texas, is JERRY T. EBENSBERGER.

5.        The registered agent will remain unchanged.

6.        The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7.        Such change was authorized by its Board of Directors.

/s/ Jerry T. Ebensberger

        JERRY T. EBENSBERGER, President

STATE OF TEXAS	)
	)
COUNTY OF TARRANT	)

BEFORE ME, a Notary Public, on this day personally appeared JERRY T. EBENSBERGER, President, known to me to be the person whose name is subscribed to the foregoing document, and, being by me first duly sworn, declared that the statements therein contained are true and correct.

GIVEN UNDER MY HAND and seal of office this 19th day of February, 1985.

/s/ Betty Morgan

      Notary Public            Betty Morgan

      Tarrant County, Texas

      My commission expires: 4-16-88

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EX-3.1.31

Exhibit 3.1.31

CERTIFICATE OF FORMATION

OF

OLYMPIAN PUBLISHING, LLC

1.        The name of the limited liability company is

Olympian Publishing, LLC

2.        The address of its registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Olympian Publishing, LLC this 23rd day of August, 2005.

/s/ Charles S. Lee

Charles S. Lee

Authorized Person

EX-3.1.32

Exhibit 3.1.32

ARTICLES OF MERGER OF PENINSULA GATEWAY, INC.

WITH AND INTO PIERCE-HERALD, INC., AND OF

AMENDMENT CHANGING NAME OF PIERCE-HERALD, INC.

TO OLYMPIC-CASCADE PUBLISHING, INC.

Pursuant to the Washington Business Corporation Act, Pierce-Herald, Inc., a Washington corporation (“Parent”) files these Articles (a) to merge Peninsula Gateway, Inc., a Washington corporation wholly owned by Parent (“Subsidiary”), with and into Parent, and (b) to amend the Articles of Incorporation of Parent to change its name to “Olympic-Cascade Publishing, Inc.”

Article I

The Plan of Merger is attached and incorporated as Exhibit A. The Plan contains the amendment to the Articles of Incorporation of Parent changing the name of Parent.

Article II

All of the outstanding capital stock of Subsidiary is owned by Parent. Accordingly, the Plan of Merger was adopted on December 12, 1995 by resolution of the Board of Directors of Parent without shareholder approval pursuant to RCW 23B.11.040(1). The provision of the Plan providing for amendment of the Articles of Incorporation of Parent to change its name was adopted without shareholder approval pursuant to RCW 23B.10.020(5).

DATED this 12^th day of December, 1995.

PIERCE-HERALD, INC. A Washington Corporation
By:	/s/ Marion W. Dodd
Marion W. Dodd, Sole Director and Secretary

PLAN OF MERGER

Merging Wholly-Owned Subsidiary With and Into Parent and

Changing Corporate Name of Parent

This Plan of Merger (“Plan”) has been adopted by the Board of Directors of PIERCE-HERALD, INC., a Washington corporation (“Parent”). The Plan provides for the merger of the PENINSULA GATEWAY, INC., a Washington corporation wholly owned by Parent (“Subsidiary”) with and into Parent. The adopting resolution has been signed by Marion W. Dodd, the sole director of Parent, and is dated December 12, 1995.

RECITALS

A.        Subsidiary is authorized to issue 100 shares of $100 par value voting common stock 74 of which are issued, outstanding and owned by Parent. No shares of capital stock of Subsidiary of any other class are authorized.

B.        Because Parent is the owner of 100% of the outstanding capital stock of Subsidiary, the Board of Directors of Parent has adopted this Plan without shareholder approval acting under authority of RCW 23B.11.040(1).

C.        The names of Parent and Subsidiary are set forth above as required by RCW 23B.11.040(2)(a). At the effective time of the Merger, the shares of Subsidiary owned by Parent shall be converted into “other property” consisting of the right to receive and own all of the assets of Subsidiary subject to the liabilities of Subsidiary. The manner and basis of effectuating the conversion is set forth below at Sections 6 and 7 as required by RCW 23B.11.040(2)(b).

PROVISIONS OF PLAN

1.        Time of Merger: The Merger shall be effective at 12:01 a.m. Pacific Standard Time on January 1, 1996 (“Effective Time”).

2.        Effect of Merger: At the Effective Time, Subsidiary shall be merged with and into Parent on the terms set forth herein, and its separate legal existence shall cease. Parent shall be the surviving corporation. The Merger shall have the legal effect set out in RCW 23B.11.060.

3.        Organic Documents and Amended Name of Surviving Corporation: The Articles of Incorporation of Parent after the Effective Time shall be the Articles of Incorporation of Parent as constituted immediately prior to that time except that Article I shall be amended to read as follows:

• Article I:

        The name of this Corporation is Olympic-Cascade Publishing, Inc.

The Bylaws of Parent after the Effective Time shall be Bylaws of Parent as constituted immediately prior to that time without amendment.

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4.        Directors and Officers of Surviving Corporation: The directors and executive officers of Subsidiary holding office immediately prior to the Effective Time shall resign as of the Effective Time. The name and address of the sole director of Parent after the Effective Time is Marion W. Dodd, c/o McClatchy Newspapers, Inc., 2100 Q Street, P.O. Box 15779, Sacramento, California 95852.

The names, addresses and offices of the persons who shall serve as Executive Officers of Parent after the Effective Time are:

Names	Addresses	Office
Thomas C. Taylor	c/o The Peninsula Gateway 7521 Pioneer Way Gig Harbor WA 98335-1130	President
Steven V. Robinson	c/o Tacoma News, Inc. P.O. Box 11000 Tacoma, WA 98411-0008	Vice President
Marion W. Dodd	c/o McClatchy Newspapers, Inc. 2100 Q Street Sacramento, CA 95816	Secretary and Treasurer

5.        Registered Office and Registered Agent of Surviving Corporation: The registered office of Parent as surviving corporation shall remain 520 Pike Street, Suite 2610, Seattle, WA 98101. The registered agent of Parent at said address shall remain C.T. Corporation System.

6.        Conversion and Exchange of Shares: At and as of the Effective Time, the 74 shares of capital stock of Subsidiary issued and outstanding immediately prior thereto and owned by Parent shall be canceled. Ownership of said shares shall, automatically and without any action on the part of Parent or Subsidiary, be converted to ownership of the legal title of Subsidiary to, the beneficial interest of Subsidiary in, and the right to receive, all of the assets owned by Subsidiary immediately prior to the Effective Time. The right shall be subject to all liabilities of Subsidiary which Parent shall assume and discharge.

7.        Method of Effectuation of Plan - Closing - Cancellation of Share Certificate: Parent is designated the exchange agent for consummation of the Merger. The Merger shall be consummated at a Closing to be conducted at the offices of McClatchy Newspapers, Inc., 2100 Q Street, Sacramento, California, on December 31, 1995 prior to the Effective Time at an hour to be fixed by the Board of Directors of Parent.

At the Closing Parent shall cancel its certificate for the outstanding shares of capital stock of Subsidiary as of the Effective Time. It shall accept and record the resignations of the Board of Directors and Executive Officers of Subsidiary as of that time, and shall cause to be taken all action necessary thereafter to notify employees, government authorities having jurisdiction, and other interested third parties of the existence and effect of the Merger. All persons employed by Subsidiary immediately prior to the Effective Time shall, as of the Effective Time and without further action on the part of Parent or said persons, become employees of Parent in identical positions subject to identical terms and conditions of employment, except that, unless named in

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Section 4, no person who was a director or executive officer of Subsidiary shall be continued in such capacity for Parent.

8.        Execution: This Plan of-Merger is executed in multiple counterparts each of which shall be deemed an original but all of which shall constitute one and the same instrument.

ADOPTED:

PIERCE-HERALD, INC.

A Washington Corporation

Dated: December 12, 1995	By:	/s/ Marion W. Dodd
		Marion W. Dodd Sole Director

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ARTICLES OF INCORPORATION

OF

PIERCE-HERALD, INC.

Article I

The name of the corporation is PIERCE-HERALD, INC.

Article II

The registered office of the corporation in the State of Washington is to be located at 5400 Columbia Seafirst Center, 701 Fifth Ave. Seattle Washington 98104-7011 and the name of the registered agent at such address is Washington Administrative Services, Inc.

Article III

The nature of the business of the corporation and its objects and purposes are to have and exercise all the Dowers conferred by the laws of the State of Washington upon corporations formed under the Business Corporation Act of such State.

Article IV

The corporation is authorized to issue fifty thousand (50,000) shares of common stock which for purposes of any applicable law shall each have a par value of one Dollar ($1.00) amounting in the aggregate to Fifty thousand Dollars ($50,000.00).

Article V

The following provisions are inserted for the regulation and conduct of the business and affairs of the corporation and are in furtherance of and not in limitation or exclusion of any powers conferred upon it by statute:

A.        Preemptive Rights.  No shareholder shall have a preemptive right to acquire unissued shares of the corporation.

B.        Cumulative Voting.  There shall be no cumulative voting in the election of directors.

C.        Board of Directors Power as to Bylaws.  The Board of Directors, by vote of a majority of the whole Board, shall have the power to adopt, make, amend, alter or repeal the bylaws of the corporation, but any bylaw adopted by the Board may be amended or repealed by the stockholders.

D.        Indemnification.  The Board of Directors may adopt bylaws from time to time with respect to indemnification to provide the fullest indemnification permitted by the Washington

Business Corporation Act, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, against any liability asserted against such status, whether or not the corporation would have the power to indemnify such person.

E.        Stockholder Action by Written Consent.  Whenever a vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote may be dispensed with if such number of stockholders who, if voting, could have authorized such action shall consent in writing to such corporate action being taken. Prompt notice shall be given by the secretary to all stockholders of the taking of corporate action without a meeting by less than unanimous written consent; but the failure of the secretary to give such notice shall not affect the validity of such corporate action.

F.        Meetings of Shareholders, Presence.  Participation in meetings of shareholders by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time, shall constitute presence in person at a meeting.

Article VI

The name and mailing address of the incorporator are as follows:

Name:	Address:
C. Kent Carlson	5400 Columbia Seafirst Center 701 Fifth Avenue Seattle, Washington 98104-7011

Article VII

The number of directors constituting the Board of Directors shall be from one to five, as specified in the corporation’s Bylaws. The number of directors constituting the initial Board of Directors is one (1). The name and mailing address of the initial member of the Board of Directors is as follows:

Name:	Address:
Robert Byerly	21st and Q Street P.O. Box 15779 Sacramento, CA 95813

Article VIII

The corporation is to have perpetual existence.

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Article IX

The corporation reserves the right to amend, alter, change, or repeal any provisions contained in its Articles of Incorporation in any manner now or hereafter prescribed or permitted by statute. All rights of shareholders and directors of the corporation are granted subject to this reservation.

Dated this 4 day of June, 1986.

/s/        C. Kent Carlson

C. Kent Carlson, Incorporator

CONSENT TO SERVE AS REGISTERED AGENT

Washington Administrative Services, Inc. hereby consents to serve as Registered Agent, in the State of Washington, for PIERCE-HERALD, INC. We understand that as agent for the corporation, it will be our responsibility to receive service of process in the name of the corporation; to forward all mail to the corporation; and to immediately notify, the Office of the Secretary of State in the event of my resignation, or of any changes in the registered office of the corporation for which we are agent.

	WASHINGTON ADMINISTRATIVE        SERVICES, INC.
Date: June 4, 1986	By:	/s/        [signature illegible]
		Its Secretary/Treasurer

 Address: 5400 Columbia Seafirst Center 701 Fifth Avenue Seattle, Washington 98104-7011

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EX-3.1.33

Exhibit 3.1.33

CERTIFICATE OF INCORPORATION

OF

CAPITAL CITY PUBLISHING COMPANY

* * * * * * * * * * * * * * * * * * * * *

We, the undersigned, hereby associate ourselves for the purpose of becoming a corporation under the laws of the state of Florida, by and under the provisions of the Statutes of the State of Florida, providing for the formation, liability, rights, privileges and immunities of a corporation for profit.

ARTICLE I.

NAME OF CORPORATION.

The name of the corporation shall be Capital City Publishing Company.

ARTICLE II.

GENERAL NATURE OF BUSINESS.

The general nature of business to be transacted and conducted by the said corporation, shall be to edit, print, and publish daily and weekly newspapers, magazines, books and periodicals; to operate a general book binding, job printing, lithographing, engraving and advertising business; to print and sell legal blanks, forms of conveyancing, stationary, office and business forms, and publications of all kinds and descriptions; to buy and sell, hold, own, use, lease and rent real and personal property, whether used for the main purposes of the corporation or otherwise, and to mortgage or pledge the same in like manner as a natural person; to establish, maintain and operate printing houses and plants, and such machinery and appliances as may be necessary to carry into effect the main purposes of the corporation; to erect buildings upon its land and sell or rent the same; to issue bonds, and secure the payment of the same by a mortgage or trust deed upon the real and personal property of the corporation; and to do all things and to have all the powers and privileges, and be subject to all restrictions and liabilities, conferred or imposed upon a corporation for profit by the laws of the State of Florida.

ARTICLE III.

CAPITAL STOCK.

The capital stock of this corporation shall consist of two hundred fifty (250) shares of six (6) percent cumulative preferred stock having a par value of One Hundred Dollars ($100) each, and one hundred (100) shares of common stock without nominal or par value.

ARTICLE IV.

AMOUNT OF CAPITAL STOCK TO BEGIN BUSINESS.

The amount of capital with which this corporation shall begin business is Five Hundred Dollars ($500).

ARTICLE V.

CORPORATE EXISTENCE.

The term for which this corporation shall exist shall be perpetual.

ARTICLE VI.

PRINCIPAL PLACE OF BUSINESS.

The principal place of business of this corporation shall be located at Tallahassee, Leon County, Florida, with offices at such other places, within or without the State of Florida, as the Board of Directors may from time to time direct.

ARTICLE VII.

DIRECTORS.

The business of this corporation shall be conducted by a board of five directors, who need not be stockholders in said corporation.

ARTICLE VIII.

NAMES AND ADDRESSES OF FIRST BOARD OF DIRECTORS.

The names and postoffice addresses of the first Board of Directors of this corporation, who shall hold office of the first year, and/or until their successors are elected and qualified, are:

NAME.	BUSINESS ADDRESS.
Lloyd C. Griscom	812 Park Avenue, New York City.
B.K. Eaton	Tallahassee, Florida
William Blount Myers	“            ”
Purnell H. Gould	“            ”
Erie K. Wade	“             ”

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ARTICLE IX.

NAMES AND ADDRESSES OF SUBSCRIBERS.

The names and postoffice addresses of the subscribers to this certificate of incorporation, and the number of shares of stock subscribed by each, are:

NAME.	BUSINESS ADDRESS.	NO. SHARES.
Lloyd C. Griscom	812 Park Avenue, New York City.	(2) Two.
William Blount Myers	Tallahassee, Florida	(2) Two.
Erie K. Wade	“            ”	(1) One

IN WITNESS WHEREOF, the undersigned have hereunto subscribed their names, this the 25^th day of March, A. D. 1929.

/s/ Lloyd C. Griscom

/s/ William Blount Myers

/s/ Erie K. Wade

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STATE OF FLORIDA,    )

                                         :

COUNTY OF LEON.      )

BE IT REMEMBERED, that on this 25^th day of March, A. D. 1929, before me,     Lillian Philips    , a Notary Public for the State of Florida at Large, personally appeared Lloyd C. Griscom, William Blount Myers and Erie K. Wade, well known to me to be the persons described in and who executed the foregoing certificate of incorporation, and severally acknowledged that they subscribed the same for the uses and purposes therein expressed, and each severally acknowledged that the signature thereto purporting to be his, is his own genuine signature.

IN TESTIMONY WHEREOF, I have hereunto set my hand and notarial seal, the day and year last above written.

/s/ Lillian Philips

NOTARY PUBLIC, STATE OF FLORIDA AT LARGE.

My Commission Expires October 18, 1930

STATE OF FLORIDA,

COUNTY OF LEON.

This is to certify that at a special meeting of the Board of Directors of Capital City Publishing Company held at the office of the company in Tallahassee, Florida, on the 10^th day of September, 1943, at which meeting Directors Lloyd C. Griscom and John M. Tapers were present, the following motions and Resolutions were adopted:

“The advisability of amending the Charter of the corporation so as to provide for a Board of Directors to consist of not less than three, nor more than five directors, was duly considered, and the advisability thereof being unanimously agreed to by the Board of Directors, the following resolution was presented, and upon motion duly made, seconded and carried, the same was unanimously passed and approved:

“ ‘BE IT RESOLVED: That Article VII of the Certificate of Incorporation of Capital City Publishing Company providing for a Board of five Directors be amended to read as follows:

ARTICLE VII.

DIRECTORS

“ ‘The business of this corporation shall be conducted by a Board of not less than three, nor more than five, Directors, who need not be stockholders in said corporation.’

“The Chairman of the corporation was directed to present said resolution to a meeting of the stockholders of record, to be called for the purpose of considering such amendment.”

And this is to further certify that at a special meeting of the stockholders of said corporation held at the office of the company in Tallahassee, Florida, on the 11^th day of September, 1943, at which 90% of the outstanding corporate stock of the corporation was personally represented by the holders thereof, the above resolution was presented to the stockholders for their consideration, and the following excerpt from the minutes of said meeting correctly reflects the action of the stockholders as to said Resolution:

“A resolution previously adopted by the Board of Directors at a meeting of said Board, held on the 10^th day of September, 1943, was presented by Lloyd C. Griscom, Chairman of the Board of Directors of the corporation, to the stockholders for their consideration, the resolution so proposed being as follows, to-wit:

“ ‘BE IT RESOLVED: That Article VII of the Certificate of Incorporation or capital City Publishing Company providing for a Board of five Directors be amended to read as follows:

ARTICLE VII.

DIRECTORS.

“ ‘The business of this corporation shall be conducted by a Board of not less than three, nor more than five, Directors, who need not be stockholders in said corporation.’

“The above resolution having been read in full to the stockholders and the advisability and desirability of said amendment having been thoroughly discussed, upon motion made, seconded and unanimously carried, the stockholders approved the proposed amendment of the Certificate of Incorporation, as provided in said resolution, and authorized and directed the officers of the corporation to take all necessary steps to immediately effectuate such amendment.”

IN WITNESS WHEREOF, I, Henry S. Wrenn, Vice-President, have hereunto signed the corporate name of said corporation hereto, and I, the said Grace R. Gudenrath, have attested this instrument and affixed the corporate seal hereto, this 20^th day of October, A. D. 1943.

Signed, Sealed and Delivered in our presence as	CAPITAL CITY PUBLISHING COMPANY
/s/ Charles S. Ausley	By:	/s/ Henry S. Wrenn		(SEAL)
		Vice-President
/s/ Kathryn Gregory		ATTEST:	/s/ Grace R. Gudenrath
			Secretary-Treasurer

-2-

STATE OF FLORIDA,

COUNTY OF LEON.

Before me, the undersigned authority, this day personally appeared Henry S. Wrenn, Vice President of Capital City Publishing Company, a corporation organized and existing under and by virtue of the laws of the State of Florida, and Grace R. Gudenrath, the Secretary-Treasurer of said corporation, the said Henry S. Wrenn and Grace R. Gudenrath being severally known to me to be the same individuals described in and who as such Vice President and such Secretary-Treasurer executed the foregoing instrument of writing on behalf of said corporation, and acknowledged that they executed the said instrument by authority and on behalf of said corporation, and affixed the seal of said corporation to said instrument under due corporate authority, and that all such acts were done freely and voluntarily and for the purposes in said instrument set forth, and that such instrument is the free act and deed of said corporation, and each of said parties, after having been duly sworn deposes and says that said certificate truly reflects the acts of said corporation as set forth therein.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 20^th day of October, A. D. 1943.

/s/ Kathryn Gregory

Notary Public, State of Florida at Large

My Commission expires: October 25, 1944

-3-

CERTIFICATE

We, the undersigned officers of Capital City Publishing Company, a Florida corporation, do hereby certify that at a meeting of the Board of Directors of this corporation held on the 14^th day of October 1952, at which all of the directors of the corporation were present, the following resolution was unanimously adopted:

“RESOLVED, that Article I of the Certificate of Incorporation of Capital City Publishing Company be amended so that the name shall read as follows:

‘ARTICLE I

NAME OF CORPORATION

The name of the corporation shall be Capital Printers, Inc.’

“BE IT FURTHER RESOLVED, that the officers of this corporation are requested and directed to forthwith call a meeting of the stockholders of the corporation for the consideration of this resolution.”

And that there was a special meeting of the stockholders of said corporation held on October 14, 1952, at which all of the outstanding corporate stock of the corporation was represented and voted, the following resolution was unanimously adopted by the stockholders:

“RESOLVED, that it is advisable and in the best interests of the corporation that its name be changed from Capital City Publishing Company to Capital Printers, Inc., and

“BE IT FURTHER RESOLVED, that the officers of this corporation are hereby requested and instructed to forthwith take such steps as may be necessary to amend Article I of the Certificate of Incorporation so that the same will read as follows:

‘ARTICLE I

NAME OF CORPORATION

The name of the corporation shall be Capital Printers, Inc.’ ”

This certificate executed this 5^th day of November, 1952.

/s/ John M. Tapers

President

/s/ Grace R. Gudenrath

Secretary

STATE OF Florida

COUNTY OF Leon

Before me, the undersigned authority, this day personally appeared John M. Tapers and Grace R. Gudenrath, President and Secretary, respectively, of Capital City Publishing Company, a Florida corporation, both well known to me and who acknowledged before me that they signed and executed the foregoing instrument for and on behalf of the said corporation and in the capacities therein mentioned.

Witness my hand and official seal, at Tallahassee, Florida, this 5^th day of November, A. D. 1952.

/s/ Vernelle Tucker

Notary Public, State of Florida at Large.

My commission expires:                             

Notary Public, State of Florida at Large.

My commission expires May 26, 1953.

Bonded by American Surety Co. of N. Y.

-2-

AMENDMENT OF CERTIFICATE OF INCORPORATION

ARTICLE I

CAPITAL PRINTERS, INC.

The undersigned officers of Capital Printers, Inc. do hereby certify that at a special meeting of the Board of Directors of the corporation, held on August 4, 1959, at which all directors were present, the following resolution was adopted”

“RESOLVED, that Article I of the Certificate of Incorporation of Capital Printers, Inc. be amended so that the same shall read as follows:

‘ARTICLE I

NAME OF COMPANY

‘The name of this corporation shall be TALLAHASSEE DEMOCRAT, INC.’

“BE IT FURTHER RESOLVED, that the officers of this corporation are requested and directed to forthwith call a meeting of the stockholders of the corporation for the consideration of this resolution.”

We further certify that at a special meeting of the stockholders of Capital Printers, Inc., held on August 4, 1959, immediately following the aforesaid meeting of the directors, and at which all of the outstanding shares of the capital stock were represented, the Resolution which had been adopted by the directors to amend Article I of the Certificate of Incorporation, as above set forth, was presented at said stockholders’ meeting and that the following Resolution was thereupon unanimously adopted by the stockholders:

“RESOLVED, that it is advisable and in the best interest of the corporation that the name be changed from Capital Printers, Inc. to TALLAHASSEE DEMOCRAT, INC.

“BE IT FURTHER RESOLVED, that the officers of this corporation are hereby requested and instructed to forthwith take such steps as may be necessary to amend Article I of the Certificate of Incorporation so that the same will read as follows”

‘ARTICLE I

‘NAME OF COMPANY

‘The name of this corporation shall be TALLAHASSEE DEMOCRAT, INC.’

We further certify that said Resolutions are in full force and effect and that this Certificate is made for the purpose of filing with the Honorable R.A. Gray, Secretary of State of the State of Florida and effecting the Amendment to the Certificate of Incorporation as provided in said Resolutions.

Dated at Tallahassee, Florida, this 13^th day of August, A. D. 1959.

/s/ John M. Tapers

President

ATTEST:

/s/ Charles S. Ausley

Assistant Secretary

-2-

I HEREBY CERTIFY that on this 13^th day of August, A. D. 1959, personally came and appeared before me, the undersigned authority, JOHN M. TAPERS and CHARLES S. AUSLEY, to me well known and well known by me to be the persons of those names described in and who severally acknowledged to me that they signed the foregoing Certificate as President and as Assistant Secretary of the corporation respectively, as their free act and deed and for the uses and purposes therein expressed.

/s/ Mildred R. Curtis

Notary Public, State of Florida at Large.

My Commission expires: 10-19-62              

-3-

AMENDMENT TO CERTIFICATE OF INCORPORATION

OF TALLAHASSEE DEMOCRAT, INC.

The undersigned, being all of the Directors and all of the Stockholders of Tallahassee Democrat, Inc., do by signing this written statement manifest their intention to amend Articles III and VII of the Certificate of Incorporation of said corporation, and said Articles be and the amend are hereby amended to read as follows:

“ARTICLE III.

CAPITAL STOCK

The authorized stock of this corporation shall consist of Three Hundred (300) shares of common stock without nominal or par value.

All of said stock shall be payable in cash, property, labor or services at a just valuation to be fixed by the Board of Directors at a meeting called for that purpose; labor or services may be purchased, or paid for with the Capital Stock at a just valuation to be fixed by the Board of Directors at a meeting called for that purpose.”

“ARTICLE VII.

DIRECTORS

The business of this corporation shall be conducted by a Board of not less than three, nor more than nine, Directors, who need not by stockholders in said corporation.”

Said amendment to the Certificate shall be effective immediately upon approval thereof by the Secretary of State of Florida.

This amendment is made pursuant to Section 608.18, Subparagraph 8, Florida Statues.

Dated this 24^th day of February, A. D. 1965

/s/ Audrey M. E. Griscom

Audrey M. E. Griscom

/s/ John M. Tapers

John M. Tapers

Owners and holders of all of the presently authorized and issued stock of said corporation.

/s/ Audrey M. E. Griscom

Audrey M. E. Griscom

/s/ John M. Tapers

John M. Tapers

/s/ Charles S. Ausley

Charles S. Ausley

Being all of the members of the present Board of Directors of said corporation.

-2-

AMENDMENT TO CERTIFICATE OF INCORPORATION

OF TALLAHASSEE DEMOCRAT, INC.

The undersigned, being all of the Directors and all of the Stockholders of Tallahassee Democrat, Inc., do by signing this written statement manifest their intention to amend Article III of the Certificate of Incorporation of said corporation so as to provide that the increased authorization of stock may be used for the purpose of exchanging same for the issued and outstanding shares (which under the original Charter was 100 shares of common stock without nominal or par value). Such increase to 300 shares being for the convenience of the present holders of said 100 shares of common stock; and said Article therefore is amended to read as follows:

“ARTICLE III.

CAPITAL STOCK

The authorized stock of this corporation shall consist of Three Hundred (300) shares of common stock without nominal or par value. Said 300 shares of common stock authorized by this amendment may be used in exchange for the previously authorized and issued common stock which was issued under the original Charter, same being 100 shares without nominal or par value.”

Said amendment to the Certificate shall be effective immediately upon approval thereof by the Secretary of State of Florida.

This amendment is made pursuant to Section 608.18, Subparagraph 8, Florida Statues.

Dated this 25^th day of February, A. D. 1965.

/s/ Audrey M. E. Griscom

Audrey M. E. Griscom

/s/ John M. Tapers

John M. Tapers

Owners and holders of all of the presently authorized and issued stock of said corporation.

/s/ Audrey M. E. Griscom

Audrey M. E. Griscom

/s/ John M. Tapers

John M. Tapers

/s/ Charles S. Ausley

Charles S. Ausley

Being all of the members of the present Board of Directors of said corporation.

-2-

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

TALLAHASSEE DEMOCRAT, INC.

The Tallahassee Democrat, Inc., a corporation organized and existing under and by virtue of the laws of the State of Florida, does hereby certify:

1. That, under date of October 28, 1977, on the written consent of the sole stockholder of the Corporation, which has been duly filed with the minutes of the proceedings of the Corporation, the Corporation adopted a resolution setting forth a proposed amendment to the certificate of incorporation of said Corporation as follows:

RESOLVED, that Article VII of the Certificate of Incorporation of Tallahassee Democrat, Inc. is hereby amended as follows:

By striking out Article VII in its entirety which now reads as follows:

“The business of this corporation shall be conducted by a Board of not less than three nor more than nine directors, who need not be stockholders in said corporation.”

And by inserting in lieu thereof the following:

“The number of directors of the corporation shall not be less than three, the number of directors to be fixed by, or in the manner provided in, the By-laws.

IN WITNESS WHEREOF, TALLAHASSEE DEMOCRAT, INC. does hereby make this Certificate under its corporate seal and the hand of W. H. Harwell, Jr., its President, and Charles E. Clark, its Secretary, and the said President and the said Secretary hereby hereunto set their hands and cause the corporate seal of the Corporation to be hereunto affixed this 15^th day of November 1997.

TALLAHASSEE DEMOCRAT, INC.
By:	/s/ W. H. Harwell, Jr.
	W. H. Harwell, Jr., President
By:	/s/ Charles E. Clark
	Charles E. Clark, Secretary

STATE OF FLORIDA	)
	:	SS
COUNTY OF DADE	)

I,     /s/ Liset R. Mitchell    , a Notary Public in and for the said county aforesaid, hereby certify that Charles E. Clark personally known to me and known to me to be Secretary of TALLAHASSEE DEMOCRAT, INC., a corporation organized and existing under the laws of the State of Florida, and who as such officer executed the foregoing Certificate of Amendment this day, personally appeared before me and acknowledged before me that he executed such Certificate of Amendment as such officer, in the name of and for and on behalf of said Corporation, freely and voluntarily for the uses and purposes therein expressed, and with full authority to do so.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 10^th day of November 1977.

/s/ Liset R. Mitchell

Notary Public

My Commission Expires                                         

NOTARY PUBLIC STATE OF FLORIDA AT LARGE

MY COMMISSION EXPIRES JUNE __, 1979

BONDED THRU GENERAL INS. UNDERWRITERS

STATE OF FLORIDA	)
	:	SS
COUNTY OF LEON	)

I,     Vernelle Tucker    , a Notary Public in and for the said county aforesaid, hereby certify that W. H. Harwell, Jr. personally known to me and known to me to be the President of TALLAHASSEE DEMOCRAT, INC., a corporation organized and existing under the laws of the State of Florida, and who as such officer executed the foregoing Certificate of Amendment this day, personally appeared before me and acknowledged before me that he executed such Certificate of Amendment as such officer, in the name of and for and on behalf of said Corporation, freely and voluntarily for the uses and purposes therein expressed, and with full authority to do so.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 4^th day of November 1977.

/s/ Vernelle Tucker

Notary Public

My Commission Expires                                         

-2-

ARTICLES OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

TALLAHASSEE DEMOCRAT, INC.

(Corporate Number 119544)

Pursuant to the provisions of section 607.1006 of the Florida Business Corporation Act, Tallahassee Democrat, Inc., a Florida profit corporation (the “Company”), adopts the following amendments to its Certificate of Incorporation, as amended:

1.        The name of the Company as currently filed with the Florida Department of State is Tallahassee Democrat, Inc.”

2.        Article I of the Company’s Certificate of Incorporation, as amended, is deleted in its entirety and Article I shall be amended and restated in its entirety to read as follows:

ARTICLE I

NAME OF CORPORATION

   The name of this corporation shall be Pacific Northwest Publishing Company, Inc.

3.        The date of this amendment’s adoption is August 22, 2005.

4.        This amendment to the Company’s Certificate of Incorporation, as amended, was approved by the sole shareholder of the Company. The number of votes cast for this amendment by such shareholder was sufficient for approval.

Executed by the undersigned as of this 14^th day of September, 2005.

/s/ Alice W. Wang

Alice W. Wang, Vice President

EX-3.1.34

Exhibit 3.1.34

ARTICLES OF INCORPORATION

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned incorporator(s) hereby adopt the following Articles of Incorporation.

ARTICLE ONE

The name of the corporation is:

Quad County Publishing, Inc.

(Shall contain the word “corporation,” “company,” “incorporated,” “limited,” or an abbreviation thereof)

ARTICLE TWO

The name and address of the initial registered agent and its registered office are:

Registered Agent

William	H.	Morgan
First Name	Middle Initial	Last Name

Registered Office

116	West Main Street
Number	Street	Suite * (A PO. Box alone is not acceptable)

Sparta	62286	Randolph
City	Zip Code	County

ARTICLE THREE

The purpose or purposes for which the corporation is organized are:

To operate and publish a newspaper, print, type set, gather news and all activity incident to the operation of a newspaper and publishing company. In addition thereto, to engage in any business lawful under the Illinois Business Corporation Act of 1983.

ARTICLE FOUR

Paragraph 1: The authorized shares shall be:

Class	*Par Value per share	Number of shares authorized
One common	n/a	8,000

Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:

ARTICLE FIVE

The number of shares to be issued initially, and the consideration to be received by the corporation therefore, are:

Class	*Par Value per share	Number of shares proposed to be issued		Consideration to be received therefor
One common	n/a	3,000	$	100,000.00
			$
			$
			$
			Total             $	100,000.00

* A declaration as to a “par value” is optional. This space may be marked “n/a” when no reference to a par value is desired.

ARTICLE SIX

OPTIONAL

The number of directors constituting the initial board of directors of the corporation is             , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

Name Residential Address

-2-

ARTICLE SEVEN

OPTIONAL

(a)	It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$700,000.00
(b)	It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$700,000.00
(c)	It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be:	$700,000.00
(d)	It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be:	$700,000.00

ARTICLE EIGHT

OTHER PROVISIONS

Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs; voting majority requirements; fixing a duration other than perpetual; etc.

NAMES & ADDRESSES OF INCORPORATORS

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated May 11, 1987

	Signatures and Names		Post Office Address
1.	/s/ Cathy Gruber	1.	528 South Main Street
	Signature		Street
	Cathy Gruber		Waterloo, Illinois 62298
	Name (please print)		City/Town                State             Zip
2.	/s/ Jean Brinkmann	2.	104 Becky Drive
	Signature		Street
	Jean Brinkmann		Waterloo, Illinois 62298
	Name (please print)		City/Town                State             Zip
3.	/s/ Evelyn Benyo	3.	500 South Main Street
	Signature		Street
	Evelyn Benyo		Waterloo, Illinois 62298
	Name (please print)		City/Town                State             Zip

(Signatures must be in ink on original document. Carbon copy, Xerox or rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its Presidential Vice-President and verified by him, and attested by its Secretary or an Assistant Secretary.

-3-

JESSE WHITE

SECRETARY OF STATE

1. CORPORATE NAME: QUAD COUNTY PUBLISHING, INC.                     /                        

2. STATE OR COUNTRY OF INCORPORATION: ILLINOIS                        /                           

3. Title of document to be corrected: ARTICLES OF INCORPORATION                                  

4. Date erroneous document was filed by Secretary of State: May 11, 1987                                 

5. Inaccuracy, error or defect:

(Briefly identify the error and explain how it occurred. Use reverse side or add one or more sheets of this size if necessary)

Article five lists 3,000 shares of common stock proposed to be issued. The corporation actually issued 100 shares of common stock for consideration of $100,000.

6. Corrected portion(s) of the document in corrected form:

(If there is not sufficient space to cover this point, use reverse side or add one or more sheets of this size.)

Article Five.	Number of shares proposed to be issued
	100

7. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of who affirm under penalties of perjury, that the facts stated herein are true. (All signatures must be in BLACK INK).

Dated:	March 29, 1999	,		Quad County Publishing, Inc.
	(Month/Day)		(Year)		(Exact Name of Corporation)
Attested by:	/s/Polk Laffoon			by	/s/ Ross Jones
	(Signature of Secretary or Assistant Secretary)				(Signature of President or Vice President)
	Polk Laffoon            Secretary			Ross Jones, Senior Vice President
	(Type or Print Name and Title)				(Type or Print Name and Title)

-4-

JIM EDGAR

Secretary of State

State of Illinois

STATEMENT OF CHANGE: REGISTERED AGENT

AND/OR

REGISTERED OFFICE

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned corporation hereby submits the following statement:

1. The name of the corporation is Quad County Publishing, Inc.                                                                                                    

2. The State or County of incorporation is Illinois                                                                                                                          

3. The name and address of its registered agent and its registered office as they appear on the records of the office of the Secretary of State (Before Change) are:

                                     Registered Agent  William                        H.                         Morgan                                                         

                                                                  First Name                Middle Name    Last Name

                                     Registered Office  116 West Main Street                                                                                                    

                                                                      Number            Street        Suite No.        (A P.O. Box alone is not acceptable)

                                                                      Sparta            62280                    Randolph                                                                  

                                                                      City            Zip            Code             County

4. The name and address of its registered agent and its registered office shall be (After All Changes Herein Reported):

                                     Registered Agent  C T CORPORATION SYSTEM                                                                                     

                                                                       First Name            Middle Name        Last Name

                                     Registered Office  c/o C T CORPORATION SYSTEM, 208 S. La Salle Street                                        

                                                                      Number            Street        Suite No.        (A P.O. Box alone is not acceptable)

                                                                      Chicago            60604                Cook                                                                           

                                                                 City            Zip Code            County

5. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

6. The above change was authorized by: (“X” one box only)

a.    x  By resolution duly adopted by the board of directors.            (Note 5)

b.    ¨  By action of the registered agent.                                             (Note 6)

(If authorized by the board of directors, sign here. See Note 5)

The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirm, under penalties of perjury, that the facts stated herein are true.

Dated May 9                                    , 1990	QUAD COUNTY PUBLISHING, INC.
		(Exact Name of Corporation)
attested by /s/ Philip R. Farnsworth	by	/s/ Griffith W. Foxley
(Signature of Secretary)		(Signature of President)

-2-

Philip R. Farnsworth, Secy.	Griffith W. Foxley, Vice Pres.
(Type or Print Name and Title)	(Type or Print Name and Title))
(If change of registered office by registered agent sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts stated herein are true.
Dated                     , 19
	(Signature of Registered Agent of Record)

-3-

EX-3.1.35

Exhibit No. 3.1.35

CERTIFICATE OF FORMATION

OF

SAN LUIS OBISPO TRIBUNE, LLC

June 1, 2006

The undersigned, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), hereby certifies as follows:

1.        Name. The name of the limited liability company formed hereby is San Luis Obispo Tribune, LLC.

2.        Registered Office. The address of the registered office of the limited liability company is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

3.        Registered Agent. The name and address of the registered agent for service of process of the limited liability company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400 Wilmington, New Castle County, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

Monterey Newspapers, Inc.
By:
/s/ Gordon Yamate
Name:	Gordon Yamate
Title:	Assistant Secretary
	an Authorized person

EX-3.1.36

Exhibit 3.1.36

CERTIFICATE OF INCORPORATION OF

STAR-TELEGRAM OPERATING, INC.

ARTICLE I

The name of the corporation is Star-Telegram Operating, Inc. (the “Company”).

ARTICLE II

The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time.

ARTICLE IV

This Company is authorized to issue one class of shares to be designated Common Stock. The total number of shares of Common Stock the Company has authority to issue is 1,500 with par value of $0.001 per share.

ARTICLE V

The name and mailing address of the incorporator are as follows:

Lisa Stimmell

c/o Wilson Sonsini Goodrich & Rosati, Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Company is expressly authorized to make, alter, amend or repeal the bylaws of the Company.

ARTICLE VII

Elections of directors need not be by written ballot unless otherwise provided in the bylaws of the Company.

ARTICLE VIII

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

The Company shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Company who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Company shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

The Company shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Company who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE IX

Except as provided in ARTICLE VIII above, the Company reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

-2-

I, the undersigned, as the incorporator of the Company, have signed this Certificate of Incorporation on April 4, 2008.

/s/ Lisa Stimmell

Lisa Stimmell, Incorporator

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CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

OF

STAR-TELEGRAM OPERATING, INC.

Star-Telegram Operating, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

A.        The name of the corporation is Star-Telegram Operating, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 4, 2008.

B.        This Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the Corporation.

C.        Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment amends the provisions of the Corporation’s Certificate of Incorporation as set forth herein.

D.        Article I of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

“The name of the Corporation is Star-Telegram, Inc.”

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed by Patrick Talamantes, its Vice President, effective as of April 15, 2008.

By:	/s/ Patrick Talamantes
	Patrick Talamantes
	Vice President

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EX-3.1.37

Exhibit 3.1.37

ARTICLES OF INCORPORATION

OF

TACOMA NEWS, INC.

Article I

The name of the corporation is TACOMA NEWS, INC.

Article II

The registered office of the corporation in the State of Washington is to be located at 5400 Columbia Seafirst Center, 701 Fifth Avenue, Seattle, Washington 98104-7011 and the name of the registered agent at such address is Washington Administrative Services, Inc.

Article III

The nature of the business of the corporation and its objects and purposes are to have and exercise all the powers conferred by the laws of the State of Washington upon corporations formed under the Business Corporation Act of such State.

Article IV

The corporation is authorized to issue fifty thousand (50,000) shares of common stock which for purposes of any applicable law shall each have a par value of One Dollar ($1.00) amounting in the aggregate to Fifty Thousand Dollars ($50,000.00).

Article V

The following provisions are inserted for the regulation and conduct of the business and affairs of the corporation and are in furtherance of and not in limitation or exclusion of any powers conferred upon it by statute:

A.        Preemptive Rights.   No shareholder shall have a preemptive right to acquire unissued shares of the corporation.

B.        Cumulative Voting.   There shall be no cumulative voting in the election of directors.

C.        Board of Directors Power as to Bylaws.   The Board of Directors, by vote of a majority of the whole Board, shall have the power to adopt, make, amend, alter or repeal the bylaws of the corporation, but any bylaw adopted by the Board may be amended or repealed by the stockholders.

D.        Indemnification.   The Board of Directors may adopt bylaws from time to time with respect to indemnification to provide the fullest indemnification permitted by the Washington

Business Corporation Act, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, against any liability asserted against such status, whether or not the corporation would have the power to indemnify such person.

E.        Stockholder Action by Written Consent.   Whenever a vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote may be dispensed with if such number of stockholders who, if voting, could have authorized such action shall consent in writing to such corporate action being taken. Prompt notice shall be given by the secretary to all stockholders of the taking of corporate action without a meeting by less than unanimous written consent; but the failure of the secretary to give such notice shall not affect the validity of such corporate action.

F.        Meetings of Shareholders, Presence.   Participation in meetings of shareholders by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time, shall constitute presence in person at a meeting.

Article VI

The name and mailing address of the incorporator are as follows:

Name:	Address:
C. Kent Carlson	5400 Columbia Seafirst Center 701 Fifth Avenue Seattle, Washington 98104-7011

Article VII

The number of directors constituting the initial Board of Directors is one (1). The number of directors constituting the Board of Directors shall be from one to five, as specified in the corporation’s Bylaws. The name and mailing address of the initial member of the Board of Directors is as follows:

Name:	Address:
Erwin Potts	21st and Q Street P.O. Box 15779 Sacramento, CA 95813

Article VIII

The corporation is to have perpetual existence.

-2-

Article IX

The corporation reserves the right to amend, alter, change, or repeal any provisions contained in its Articles of Incorporation in any manner now or hereafter prescribed or permitted by statute. All rights of shareholders and directors of the corporation are granted subject to this reservation

DATED this 4^th day of June, 1986.

/s/ C. Kent Carlson

C. Kent Carlson, Incorporator

CONSENT TO SERVE AS REGISTERED AGENT

Washington Administrative Services, Inc. hereby consents to serve as Registered Agent, in the State of Washington, for TACOMA NEWS, INC. We understand that as agent for the corporation, it will be our responsibility to receive service of process in the name of the corporation; to forward all mail to the corporation; and to immediately notify the Office of the Secretary of State in the event of my resignation, or of any changes in the registered office of the corporation for which we are agent.

	WASHINGTON ADMINISTRATIVE SERVICES, INC.
Date: June 4, 1986	By	/s/ Kristi I. Jacobsen
		Its Secretary/Treasurer

Address:	5400 Columbia Seafirst Center
	701 Fifth Avenue
	Seattle, Washington 98104-7011

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EX-3.1.38

Exhibit 3.1.38

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted in compliance with said Act:

First – That     THE BRADENTON HERALD, INC.     desiring to organize under the laws of the State of Florida with its principal office, as indicated in its articles of incorporation, in the City of     West Bradenton,     , County of     Manatee     , State of Florida, has named C T CORPORATION SYSTEM, 100 Biscayne Blvd., City of Miami, County of Dade, State of Florida 33132, as its agent to receive service of process within this state.

ACKNOWLEDGMENT:

Having been named to receive service of process for the above named corporation at the place designated in this certificate, I hereby agree to act in this capacity, and agree to comply with the provision of said Act relative to keeping open said office.

C T CORPORATION SYSTEM
By	/s/ Michael P. Nakon
	(Resident Agent)
	Michael P. Nakon, Asst. Sec.

CONSENT

Bradenton Herald Company, a wholly owned subsidiary of the R. W. Page Corporation, and a corporation organized under the laws of the State of Florida, hereby consents to the incorporation of “The Bradenton Herald, Inc.” in the State of Florida (The Bradenton Herald, Inc. to be a wholly owned subsidiary of the R. W. Page Corporation) and further states that said Bradenton Herald Company will either dissolve or change its corporate name in the State of Florida within 30 days of the date of the incorporation of The Bradenton Herald, Inc.

IN WITNESS WHEREOF, the said Bradenton Herald Company has caused this Consent to be executed by its Vice President, and attested under its corporate seal by its Assistant Secretary this 22^nd day of October, 1973.

BRADENTON HERALD COMPANY
By	/s/ C. Blake McDowell, Jr.
	C. Blake McDowell, Jr., Vice President

Attest:

/s/ David H. Wilson

David H. Wilson, Asst. Secretary

-2-

ARTICLES OF INCORPORATION

OF

THE BRADENTON HERALD, INC.

WE, THE UNDERSIGNED, hereby agree to organize a corporation under the Laws of the State of Florida with articles of incorporation as follows:

FIRST: The name of the corporation is THE BRADENTON HERALD, INC.

SECOND: The general nature of the business or businesses to be transacted is as follows:

To acquire, print, publish and circulate or otherwise deal with, any newspaper or newspapers, or other publications, and generally conduct a newspaper business.

To engage in any activity or business permitted under the laws of the United States and of the State of Florida.

THIRD: The amount of capital stock authorized is sixty (60) shares without par value which is the maximum number of shares that the corporation is authorized to issue.

Such stock may be issued by the corporation from time to time for such consideration as may be fixed from time to time by the board of directors thereof.

FOURTH: The amount of capital with which the corporation will begin business is Five Hundred Dollars ($500.00).

FIFTH: The corporation is to have perpetual existence.

SIXTH: The street address of the principal office of the corporation in Florida is: 401 13th Street, West Bradenton, Florida 33505.

SEVENTH: The number of directors of the corporation shall not be more than Seven, the number of directors to be fixed by the By-laws.

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EIGHTH: The number of directors constituting the first Board of Directors shall be Five and the names and street addresses of the members of the first Board of Directors, who shall hold office for the first year of existence of the corporation or until the successors are elected or appointed and have qualified, are:

DIRECTORS	STREET ADDRESSES
James L. Knight	One Herald Plaza, Miami, Florida
Alvah H. Chapman, Jr.	One Herald Plaza, Miami, Florida
Lee Hills	One Herald Plaza, Miami, Florida
C. Montgomery Curtis	One Herald Plaza, Miami, Florida
Byron Harless	One Herald Plaza, Miami, Florida

NINTH: The name and street address of each subscriber of the articles of incorporation are as follows:

NAMES	STREET ADDRESSES
Anthony J. Poli	1578 Union Commerce Building Cleveland, Ohio 44115
Gil S. Apelis	1578 Union Commerce Building Cleveland, Ohio 44115
Linda C. Toth	1578 Union Commerce Building Cleveland, Ohio 44115

TENTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To adopt, or amend by-laws not inconsistent with any by-laws that may have been adopted by the stockholders.

To authorize and cause to be executed mortgages or other instruments upon or encumbering the real and personal property of the corporation.

When and as authorized by affirmative vote given at a meeting or by the written consent of stockholders of record holding at least a majority of the stock entitled to vote on such proposal, to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises or any property or assets essential to its corporate business, upon such terms and conditions as the board of directors deem expedient.

-4-

ELEVENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in the articles of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being all of the subscribers hereinbefore named, for the purpose of forming a corporation, do subscribe and acknowledge these articles of incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands this 23^rd day of October A. D. 1973

/s/ Anthony J. Poli

Anthony J. Poli

/s/ Gil S. Apelis

Gil S. Apelis

/s/ Linda C. Toth

Linda C. Toth

-5-

STATE OF OHIO	)
	)	SS.
COUNTY OF CUYAHOGA	)

I hereby certify that on this day before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments, personally appeared Anthony J. Poli, Gil S. Apelis and Linda C. Toth, to me known and known to be the persons described in and who executed the foregoing articles of incorporation, and severally acknowledged before me that they executed the same and that the facts therein stated are truly set forth.

Witness my hand and official seal in the county and state last aforesaid this 23^rd day of October, A. D. 1973.

	/s/ Michael P. Nakon
	Michael P. Nakon, Notary Public
(NOTARIAL SEAL)	My Commission has no expiration
	147.03 O.R.C

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

THE BRADENTON HERALD, INC.

THE BRADENTON HERALD, INC., a corporation organized and existing under and by virtue of the laws of the State of Florida, does hereby certify:

1.        That on the unanimous written consent of all members of the Board of Directors, which has been duly filed with the minutes of proceedings of the Corporation, the Corporation adopted a resolution setting forth a proposed amendment to the Certificate of Incorporation of said Corporation, as follows:

RESOLVED, that the Company’s Certificate of Incorporation be amended to change the Company’s Common stock from no par value stock with a stated value of $100 per share to par value stock with a par value of $100 per share, and it is amended by changing Article Third thereof so that it shall be and read as follows:

THIRD: The amount of capital authorized is sixty (60) shares with par value of $100 per share, which is the maximum number of shares that the Corporation is authorized to issue.

FURTHER RESOLVED, that the Company’s outstanding shares of no par value stock shall be surrendered and exchanged for an equal number of common shares with a par value of $100 per share.

2.        Thereafter, the foregoing resolution was submitted to a meeting of shareholders of the Corporation who unanimously approved and adopted the same by written waiver and consent.

IN WITNESS WHEREOF, THE BRADENTON HERALD, INC. does hereby make this Certificate under its corporate seal and the hand of W. E. Page, its President, and C. Blake McDowell, Jr., its Secretary, and the said President and the said Secretary hereby hereunto set their hands and cause the corporate seal of the Corporation to be hereunto affixed this 7^th day of May, 1974.

THE BRADENTON HERALD, INC.
By:	/s/ W. E. Page
	W. E. Page, President
By:	/s/ C. Blake McDowell, Jr.
	C. Blake McDowell, Jr., Secretary

STATE OF FLORIDA	)
	:	SS.
COUNTY OF MANATEE	)

I,                                                              , a Notary Public in and for the said county aforesaid, hereby certify that W. E. PAGE, personally known to me and known to me to be President of THE BRADENTON HERALD, INC., a corporation organized and existing under the laws of the State of Florida, and who as such officer executed the foregoing Certificate of Amendment this day, personally appeared before me and acknowledged before me that he executed said Certificate of Amendment as such officer, in the name of and for and on behalf of said Corporation, freely and voluntarily for the uses and purposes therein expressed, and with full authority so to do.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 29^th day of April, 1974.

/s/ [Signature of Notary Illegible]

Notary Public

My Commission Expires:

STATE OF OHIO	)
	:	SS.
COUNTY OF SUMMIT	)

I,                                                              , a Notary Public in and for the said county aforesaid, hereby certify that C. BLAKE McDOWELL, JR., personally known to me and known to me to be SECRETARY of THE BRADENTON HERALD, INC., a corporation organized and existing under the laws of the State of Florida, and who as such officer executed the foregoing Certificate of Amendment this day, personally appeared before me and acknowledged before me that he executed said Certificate of Amendment as such officer, in the name of and for and on behalf of said Corporation, freely and voluntarily for the uses and purposes therein expressed, and with full authority so to do.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal this      day of             , 1974.

/s/ [Signature of Notary Illegible]

Notary Public

My Commission Expires:

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

THE BRADENTON HERALD, INC.

The Bradenton Herald, Inc., a corporation organized and existing under and by virtue of the laws of the State of Florida, does hereby certify:

1.        That under the date of     October 28    , 1977, on the written consent of the sole shareholder of the Corporation, which has been duly filed with the minutes of proceedings of the Corporation, the Corporation adopted a resolution setting forth a proposed amendment to the Certificate of Incorporation of said Corporation, as follows:

RESOLVED, that Article Seventh of the Certificate of Incorporation of the Bradenton Herald, Inc. is hereby amended to read as follows:

By striking out Article Seventh in its entirety which now reads as follows:

“The number of directors shall not be more than seven, the number of directors to be fixed by the By-laws.”

And by inserting in lieu thereof the following:

“The number of directors shall not be less than three, the number of directors to be fixed by, or in the manner provided in, the Bylaws.”

IN WITNESS WHEREOF, THE BRADENTON HERALD, INC., does hereby make this Certificate under its corporate seal and the hand of William F. LaMee, its President, and Charles E. Clark, its Secretary, and the said President and the said Secretary hereby hereunto set their hands and cause the corporate seal of this Corporation to be hereunto affixed this 2 ^nd day of November, 1977.

THE BRADENTON HERALD, INC.
By:	/s/ William F. LaMee
	William F. LaMee, Page, President
By:	/s/ Charles E. Clark
	Charles E. Clark, Secretary

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STATE OF FLORIDA	)
	:	SS.
COUNTY OF MANATEE	)

I,     Dean K. Buhs   , a Notary Public in and for the said county aforesaid, hereby certify that William F. Lamee personally known to me and known to me to be President of THE BRADENTON HERALD, INC., a corporation organized and existing under the laws of the State of Florida, and who as such officer executed the foregoing Certificate of Amendment this day, personally appeared before me and acknowledged before me that he executed said Certificate of Amendment as such officer, in the name of and for and on behalf of said Corporation, freely and voluntarily for the uses and purposes therein expressed, and with full authority to do so.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 2^nd day of November, 1977.

/s/ Dean K. Buhs

Notary Public

My Commission Expires

Notary Public State of Florida at Large

My Commission Expires July 24, 1979

STATE OF FLORIDA	)
	:	SS.
COUNTY OF DADE	)

I,     Liset R. Mitchell    , a Notary Public in and for the said county aforesaid, hereby certify that Charles E. Clark, personally known to me and known to me to be Secretary of THE BRADENTON HERALD, INC., a corporation organized and existing under the laws of the State of Florida, and who as such officer executed the foregoing Certificate of Amendment this day, personally appeared before me and acknowledged before me that he executed said Certificate of Amendment as such officer, in the name of and for and on behalf of said Corporation, freely and voluntarily for the uses and purposes therein expressed, and with full authority to do so.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 31^st day of October, 1977.

/s/ Liset R. Mitchell

Notary Public

My Commission Expires

NOTARY PUBLIC STATE OF FLORIDA AT LARGE

        MY COMMISSION EXPIRES JUNE 6, 1979

BONDED THRU GENERAL INS UNDERWRITERS

EX-3.1.39

Exhibit 3.1.39

CERTIFICATE OF INCORPORATION

OF

THE KNIGHT PUBLISHING CO.

FIRST. The name of the corporation is

THE KNIGHT PUBLISHING CO.

SECOND. Its principal office in the State of Delaware is located at No. 100 West Tenth Street, in the city of Wilmington, County or New Castle. The name and address of its resident agent is The Corporation Trust Company, No. 100 West Tenth Street, Wilmington 99, Delaware.

THIRD. The nature of the business, or objects or purposes to be transacted, promoted or carried on are:

Printing, editing, publishing, and distributing daily, Sunday and Weekly newspapers, periodicals, journals, literature, magazines, pamphlets, books and other publications, or any or all of them. Also conducting a general business in the distribution and reception of news and general information through the various means of transmission now or hereafter discovered; also conducting a general business of job printing of every kind and nature, including pamphlets, bulletins and periodicals, and the distribution of the same; also engaging in the business of engraving, die casting, stereotyping, lithographing and electrotyping or in any process now or hereafter discovered which is useful to or used in the newspaper business; also preparing, producing, manufacturing, buying, selling, and dealing in equipment, tools, supplies and other materials used in the production of a newspaper and the conduct of a printing and publishing business; and the doing of all things necessary and incident to any or all of the foregoing purposes.

To collect, formulate, transmit and dispose of news by telegraph, cable, telephone, radio, television, and other agencies in and for the United States and her dependencies and in foreign countries; to buy and sell news; to own, lease, manage, buy and sell news agencies; to acquire press franchises and to become a member of and hold stock in associations and corporations for such purposes.

To carry on the business of receiving and transmitting communications, messages, news, news reports, news service, news

features, visual representations and pictures by radio and television and to acquire, construct, lease, own, maintain and operate stations and facilities for such purpose and to hold stock or securities in any corporation carrying on said business or businesses.

To buy from and furnish and sell to newspapers, publishers, the press, radio stations, broadcast stations, and the public generally, news, news reports, news services, news features, visual representations and pictures.

To apply for, obtain, register, purchase, lease, or otherwise acquire, and to hold, use, own, develop, exercise, introduce, operate, maintain, lease, license, sell, assign, transfer, dispose of and otherwise deal with, or turn to account any concessions, rights, options, licenses, privileges, patents, patent rights, inventions, improvements, copyrights, trademarks, trade names, formulate and processes.

To take, buy, sell, exchange, deal in, lease, hold and improve real estate, wherever situated, and the fixtures and personal property incidental thereto or connected therewith, chase, exchange, lease, hire or otherwise, lands, tenements and hereditaments and any interest or right therein, wherever situated, and to improve the same, and generally to hold, manage, operate, deal with, equip and improve the property of the corporation, and to sell, exchange, lease, mortgage, pledge, or otherwise dispose of or encumber the lands, hereditaments and other property of the corporation wherever situated.

To purchase or otherwise acquire the whole or any part of the. property, assets, business and goodwill of any other firm, person, corporation or association, and to conduct in any lawful manner the business so acquired, and to exercise all the powers necessary, or convenient in and about the conduct, management and carrying on of such business.

To acquire or become interested in any shares of stock, other securities, property or rights, by subscription, underwriting, participating in syndicates or otherwise, and to enter into contracts, either alone or with others, for the purchase, issuance and sale of any shares of stock, other securities, property or rights, and to act as manager of any underwriting or purchasing or selling syndicate; provided, however, that the corporation shall not engage in banking or the discounting of bills or notes or the buying or selling of bills exchange.

To buy, sell and otherwise deal in personal property of every kind; and to act as insurance agent and broker.

-2-

It is understood, however, in the enumeration of purposes set forth herein or of the powers conferred herein, that none of the purposes or powers herein expressed shall be deemed merely subsidiary or auxiliary to any of the other purposes or powers set forth herein; but this corporation shall have full power to exercise any or all of the powers conferred by any part of this statement of purposes.

The foregoing statement of specific powers shall not be held to limit or restrict the powers of the corporation, end is in furtherance of and in addition to, and not in limitation of, the general powers conferred by the Business Corporation Act of the State of Delaware.

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation.

To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares or capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

-3-

To enter into, make and perform contracts of every kind and description with any person, firm, association, corporation, municipality, county, state, body politic or government or colony or dependency thereof.

To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

To loan to any person, firm or corporation any of its surplus funds, either with or without security.

To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital except as otherwise permitted by law, and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

To have one or more offices, to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or othe4nsiec acquire, hold own, mortgage, sell, convey or otherwise dispose of, real and personal property of every class and description in any of the states, districts, territories or colonies of the United States, and in any and all foreign countries, subject to the laws of such state, district, territory, colony or country.

In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by the laws of Delaware upon corporations formed under the General Corporation Law of the State of Delaware, and to do any or all of the things hereinbefore set forth to the same extent as natural persons night or could do.

The objects and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this certificate of incorporation, but the objects and purposes specified in each of the foregoing clauses of this article shall be regarded as independent objects and purposes.

-4-

FOURTH. The total number of shares of stock which the corporation shall have authority to issue is Twenty-five Thousand (25,000) and the par value of each of such shares is Ten Dollars ($10.00) amounting in the aggregate to Two Hundred Fifty Thousand Dollars ($250,000.00).

FIFTH. The minimum amount of capital with which the corporation will commence business is One Thousand Dollars ($1,000.00).

SIXTH. The names and places of residence of the incorporators are as follows:

NAMES	RESIDENCES
H. K. Webb	Wilmington, Delaware
H. C. Broadt	Wilmington, Delaware
A. D. Atwell	Townsend, Delaware

SEVENTH. The corporation is to have perpetual existence.

EIGHTH. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

NINTH. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized.

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By resolution passed by a majority of the whole board, to designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the

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corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

When and as authorized by the affirmative vote of the holders of a majority of the stoo1c issued and outstanding having voting power given at a stockholders’ meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding, to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

TENTH. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any of then and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

-6-

ELEVENTH. Meetings of stockholders may be held outside the State of Delaware, if the by-laws so provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the state of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by ballot unless the by-laws of the corporation shall so provide.

TWELFTH. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands and seals this 3rd day of January, A.D. 1955.

/s/    H.K. Webb

/s/    H.C. Broadt

/s/    A.D. Atwell

-7-

STATE OF DELAWARE	)
	)	ss:
COUNTY OF NEW CASTLE	)

BE IT REMEMBERED that on this 3rd day of January, 1955, personally came before me, a Notary Public for the State of Delaware, H. K. Webb, H. C. Broadt and A. D. Atwell, all of the parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers respectively and that the facts therein stated are truly set forth.

GIVEN under my hand and seal of office the day and year aforesaid.

/s/ [Signature of Notary Illegible]

Notary Public

CERTIFICATE OF MERGER

OF

THE OBSERVER TRANSPORTATION COMPANY

WITH AND INTO

THE KNIGHT PUBLISHING CO.

Pursuant to Section 252 of the

Delaware General Corporation Law

The Knight Publishing Co., a Delaware corporation, does hereby certify that:

1.        The name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
The Knight Publishing Co.	Delaware
The Observer Transportation Company	North Carolina

2.        An agreement and plan of merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of the State of Delaware.

3.        The name of the surviving corporation of the merger is The Knight Publishing Co., a Delaware corporation.

4.        The certificate of incorporation of The Knight Publishing Co., which is surviving the merger, shall be the certificate of incorporation of the surviving corporation.

5.        The authorized stock and par value of The Observer Transportation Company, the non-Delaware corporation, is 4,000 shares of common stock, no par value.

6.        The executed agreement and plan of merger is on file at an office of the surviving corporation. The address of the office of the surviving corporation at which the agreement of merger is on file at 600 South Tyron Street, Charlotte, NC 28202-1880.

7.        A copy of the agreement and plan of merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

8.        This Certificate of Merger shall be effective at 10 a.m. EST December 31, 2003.

IN WITNESS WHEREOF, The Knight Publishing Co. has caused this Certificate of Merger to be executed in its corporate name as of the 30th day of December 2003.

THE KNIGHT PUBLISHING CO.
By:	/s/ Adrienne Lilly

Name: Adrienne Lilly

Title: Assistant Secretary

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CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

THE KNIGHT PUBLISHING CO.

The undersigned, being the Vice President of The Knight Publishing Co., a Delaware corporation (the “Corporation”), does hereby file this Certificate of Amendment to the Corporation’s Certificate of Incorporation, pursuant to Section 242 of the Delaware General Corporation Law.

1. Article FIRST shall be deleted in its entirety and amended to read as follows:

FIRST: Charlotte Observer Publishing Company

2. The foregoing amendment was duly adopted and approved by the sole shareholder and all of the directors of the Corporation in accordance with Sections 228 and 141(f) the Delaware General Corporation Law. The number of votes cast for the amendment was sufficient for approval.

Dated: April 19, 2004	THE KNIGHT PUBLISHING CO.
	By:	/s/ Gary R. Effren
		Gary R. Effren

ATTEST:

/s/ Adrienne Lilly

Adrienne Lilly, Assistant Secretary

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

CHARLOTTE OBSERVER PUBLISHING COMPANY

The undersigned, being the Vice President of Charlotte Observer Publishing Company, a Delaware corporation (the “Corporation”) does hereby file this Certificate of Amendment to the Corporation’s Certificate of Incorporation, pursuant to Section 242 of the Delaware General Corporation Law.

1. Article FIRST shall be deleted in its entirety and amended to read as follows:

FIRST: The Charlotte Observer Publishing Company

2.      The foregoing amendment was duly adopted and approved by the sole Shareholder and all of the directors of the Corporation in accordance with Sections 228 and 141(f) of the Delaware General Corporation Law. The number of votes cast for the amendment was sufficient for approval.

Dated: April 23, 2004	Charlotte Observer Publishing Company
	By:	/s/ Gary R. Effren
		Gary R. Effren

ATTEST:

/s/ Adrienne Lilly

Adrienne Lilly, Assistant Secretary

EX-3.1.40

Exhibit 3.1.40

State of North Carolina

Department of the Secretary of State

RESTATED ARTICLES OF INCORPORATION

Pursuant to §55-10-07 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following for the purpose of restating its Articles of Incorporation.

1. The name of the corporation is: THE NEWS AND OBSERVER PUBLISHING COMPANY.

2. The text of the Restated Articles of Incorporation is attached.

3. These Restated Articles of Incorporation, which contain an amendment requiring shareholder approval, were approved by shareholder action, and shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes.

4. These articles will be effective upon filing.

This 1st day of August, 1995

THE NEWS AND OBSERVER PUBLISHING

COMPANY

/s/ Gary B. Pruitt

Gary B. Pruitt

Vice President

RESTATED ARTICLES OF INCORPORATION

OF

THE NEWS AND OBSERVER PUBLISHING COMPANY

FIRST: The corporate name for the corporation (hereinafter called the “corporation”) is

THE NEWS AND OBSERVER PUBLISHING COMPANY

SECOND: The number of shares which the corporation is authorized to issue is 1,000,000, all of which are of a par value of 0.10 dollars each and are of the same class and are to be Common shares.

THIRD: The street address of the registered office of the corporation in the State of North Carolina is 225 Hillsborough Street, Raleigh, North Carolina 27603. The county in which the said registered office is located is the County of Wake.

The name of the registered agent of the corporation at the said registered office is CT Corporation System.

FOURTH: The purpose for which the corporation is organized, which shall include the authority of the corporation to engage in any lawful business, is as follows:

To have all of the general powers granted to corporations organized under the North Carolina Business Corporation Act, whether granted by specific statutory authority or by construction of law.

FIFTH: The corporation shall, to the fullest extent permitted by the provisions of the North Carolina Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

SIXTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the North Carolina Business Corporation Act, as the same may be amended and supplemented.

SEVENTH: The duration of the corporation shall be perpetual.

ARTICLES OF MERGER

OF

MNI MERGER SUB, INC.

INTO

THE NEWS AND OBSERVER PUBLISHING

The News and Observer Publishing Company (the “Surviving Corporation”), a corporation organized under the laws of the State North Carolina, hereby submits these Articles of Merger for the purpose of merging MNI Merger Sub, Inc. (the “Merging Corporation”), a corporation organized under the laws of the State of Delaware, into the Surviving Corporation:

1. The shareholders of the Surviving Corporation and the Merging Corporation have approved, in the manner prescribed by the laws of the States of North Carolina and Delaware, respectively, a plan of merger in the form of the Merger Agreement dated as of May 16, 1995, between the Surviving Corporation, the Merging Corporation and McClatchy Newspapers, Inc., a Delaware corporation (the “Merger Agreement”), a copy of which is attached hereto as Exhibit A.

2. The merger will become effective upon the filing of these Articles of Merger.

This the 1^st day of August, 1995.

THE NEWS AND OBSERVER PUBLISHING COMPANY
By:	/s/ Frank A. Daniels, Jr.
	Frank A. Daniels, Jr., President

EXHIBIT A

MERGER AGREEMENT

BY AND AMONG

McCLATCHY NEWSPAPERS, INC.

MNI MERGER SUB, INC.

AND

THE NEWS AND OBSERVER PUBLISHING COMPANY

DATED AS OF MAY 16, 1995

TABLE OF CONTENTS

			Page
ARTICLE I MERGER			1
	Section 1.1	Merger	1
	Section 1.2	Articles of Incorporation	2
	Section 1.3	Bylaws; Fiscal Year	2
	Section 1.4	Directors and Officers	2
	Section 1.5	Shareholders’ Meeting and Consents	2
	Section 1.6	Effective Time	2
	Section 1.7	Shareholders’ Representative	2
ARTICLE II CONVERSION OF SHARES			3
	Section 2.1	Shares	3
	Section 2.2	Adjustments	4
	Section 2.3	Selling Expenses	5
	Section 2.4	Dissenting Shares	5
	Section 2.5	Merger Sub Stock	5
ARTICLE III THE CLOSING			5
	Section 3.1	Time and Place	5
	Section 3.2	Filings at the Closing	5
ARTICLE IV PAYMENT			6
	Section 4.1	Estimated Adjustments	6
	Section 4.2	Closing Payment	6
	Section 4.3	Determination of Adjustments	6
	Section 4.4	Payments for Shares No Longer Deemed Dissenting Shares	7
	Section 4.5	Exchange of Shares	8
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER			9
	Section 5.1	Organization	9
	Section 5.2	Authority Relative to This Agreement	9
	Section 5.3	Noncontravention; Consents and Approvals	10
	Section 5.4	Financing	10
	Section 5.5	Litigation	10
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY			11
	Section 6.1	Organization	11
	Section 6.2	Authority Relative to this Agreement	11
	Section 6.3	Noncontravention, Consents and Approvals	11
	Section 6.4	Capitalization	12
	Section 6.5	Financial Statements	12
	Section 6.6	Undisclosed Liabilities	13
	Section 6.7	Absence of Certain Changes	13

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TABLE OF CONTENTS

(Continued)

			Page
	Section 6.8	Certain Contracts and Arrangements	14
	Section 6.9	Litigation	14
	Section 6.10	Labor Matters	14
	Section 6.11	Employee Benefit Plans	14
	Section 6.12	Taxes	15
	Section 6.13	Licenses and Authorizations	16
	Section 6.14	Title to Real Property	16
	Section 6.15	Title to Personal Property	17
	Section 6.16	Bank Accounts	17
	Section 6.17	Insurance	17
	Section 6.18	Inventories; Assets	17
	Section 6.19	Accounts Receivable	17
	Section 6.20	Intellectual Property	17
	Section 6.21	Newspapers and Magazines; Circulation	18
	Section 6.22	Environmental Matters	18
	Section 6.23	Equity Interests	18
	Section 6.24	Brokers and Finders	18
	Section 6.25	Disclosure	18
	Section 6.26	Compliance with Laws	19
	Section 6.27	Books and Records	19
ARTICLE VII COVENANTS OF THE PARTIES			19
	Section 7.1	Conduct of Business	19
	Section 7.2	Access to Information	20
	Section 7.3	Employees and Employee Benefits	21
	Section 7.4	HSR Act Filing	22
	Section 7.5	Other Actions	22
	Section 7.6	Further Assurances	22
	Section 7.7	Consummation of Agreement	22
	Section 7.8	Public Announcements	22
	Section 7.9	Purchaser’s Severance Obligation	23
	Section 7.10	Philanthropy Journal	23
	Section 7.11	Holdback Letter of Credit	23
	Section 7.12	Certain Indemnification Obligations	24
ARTICLE VIII CONDITIONS TO THE OBLIGATIONS OF ALL PARTIES			24
	Section 8.1	Shareholder Approval	24
	Section 8.2	Hart-Scott-Rodino	24
ARTICLE IX CONDITIONS TO THE OBLIGATIONS OF MERGER SUB AND THE PURCHASER			24
	Section 9.1	Representations and Warranties True	24

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TABLE OF CONTENTS

(Continued)

			Page
	Section 9.2	Performance	25
	Section 9.3	Certificates	25
	Section 9.4	Certain Proceedings	25
	Section 9.5	Opinion of Counsel	25
	Section 9.6	Closing Documents	25
	Section 9.7	Dissenting Shares	26
	Section 9.8	Guarantee of Stock Ownership and Records	26
ARTICLE X CONDITIONS TO THE OBLIGATIONS OF THE COMPANY			26
	Section 10.1	Representations and Warranties True	26
	Section 10.2	Performance	26
	Section 10.3	Certificates	26
	Section 10.4	Certain Proceedings	26
	Section 10.5	Opinion of Counsel	27
	Section 10.6	Closing Documents	27
ARTICLE XI SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION			27
	Section 11.1	Survival of Representations	27
	Section 11.2	Shareholders’ Agreement to Indemnify	27
	Section 11.3	Purchaser’s Agreement to Indemnify	30
	Section 11.4	Holdback Amount Interest and Distribution	31
	Section 11.5	Holdback Amount Reduction; Notice; Disputes	32
ARTICLE XII TERMINATION			32
	Section 12.1	Termination	32
	Section 12.2	Procedure and Effect of Termination or Failure to Close	33
ARTICLE XIII MISCELLANEOUS PROVISIONS			34
	Section 13.1	Expenses	34
	Section 13.2	Further Assurances	34
	Section 13.3	Amendment and Modification	34
	Section 13.4	Waiver of Compliance; Consents	34
	Section 13.5	Notices	34
	Section 13.6	Assignment	35
	Section 13.7	Governing Law; Jurisdiction	36
	Section 13.8	Counterparts	36
	Section 13.9	Interpretation	36
	Section 13.10	Bulk Sales Law	36
	Section 13.11	Entire Agreement	36

-iii-

SCHEDULES
Schedule 2.1	Shareholders
Schedule 6.3	Consents and Approvals
Schedule 6.4	Capitalization
Schedule 6.5	Financial Statements
Schedule 6.7	Absence of Certain Changes
Schedule 6.8	Certain Contracts and Arrangements
Schedule 6.9	Litigation
Schedule 6.11	Employee Benefits
Schedule 6.12	Taxes
Schedule 6.13	Licenses and Authorizations
Schedule 6.14	Title to Real Property
Schedule 6.15	Title to Personal Property
Schedule 6.16	Bank Accounts
Schedule 6.17	Insurance
Schedule 6.18	Buildings
Schedule 6.20	Trademarks
Schedule 6.21	Newspaper and Magazines; Circulation
Schedule 6.22	Environmental Matters
Schedule 6.23	Equity Interests
Schedule 6.27	Books and Records
Schedule 7.1	Conduct of Business
Schedule 7.9	Philanthropy Journal Employees
Schedule 11.2	Indemnification Matter
EXHIBITS
Exhibit 4.5	Paying Agent Agreement
Exhibit 7.3	Employment Contracts

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Defined Terms

	Section
Acceptable Bank	7.11(a)
Adjustments	2.2
Adjustments Computation	4.3(a)
Adjustments Payment	4.3(c)
Agreement	Introduction
Arbitrating Accountants	4.3(b)
Articles of Merger	1.6
Base Price	2.1(a)
Business Corporation Act	1.1(a)
Certificate of Merger	1.6
Certificates	4.5(b)
Class B Stock	2.1(a)
Closing	3.1
Closing Date	3.1
Closing Payment	4.2
Code	6.11(b)
Common Stock	2.1(a)
Company	Introduction
Company Damages	11.3(a)
Company Indemnitees	11.3(a)
Company Third-Party Claims	11.3(c)
Compensation and Benefit Plans	6.11(a)
Constituent Corporations	Introduction
Contract	6.3(a)
DGCL	1.1(a)
Disputed Holdback Reduction Amount	11.5
Dissenters’ Selling Expense Portion	4.3(c)
Dissenting Shares	2.4
DOJ	7.4
Dollar/$	2.1(a)
Effective Time	1.6
ERISA	6.11(b)
ERISA Plans	6.11(b)
Estimated Adjustments	4.1
Exchange Act	5.3(b)
FTC	7.4
Final Balance Sheet	4.3(a)
Financial Statements	6.5
HSR Act	5.3(b)
Hazardous Materials	6.22(a)
Holdback Amount	4.2

Information	7.2(b)
Material Adverse Effect	6.1
Merger	1.1(a)
Merger Sub	Introduction
Multiemployer Plans	6.11(b)
Net Merger Consideration	2.1(a)
Option Agreement	Background Statement
Paying Agent	4.5(a)
Paying Agent Agreement	4.5(a)
Pension Plan	6.11(b)
Permits	6.13
Purchaser	Introduction
Purchaser Damages	11.2(a)
Purchaser Indemnitees	11.2(a)
Purchaser Third-Party Claims	11.2(c)
Selling Expenses	2.3
Share	2.1(a)
Shareholder	2.1(a)
Shareholders’ Meeting	1.5
Shareholders’ Representative	1.7
Stock Note	4.5(b)
Surviving Corporation	1.1(a)

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MERGER AGREEMENT

This MERGER AGREEMENT, dated as of May 16, 1995, (the “Agreement”), is by and among THE NEWS AND OBSERVER PUBLISHING COMPANY, a North Carolina corporation (the “Company”), McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the “Purchaser”) and MNI MERGER SUB, INC., a Delaware corporation that is a wholly owned subsidiary of the Purchaser (“Merger Sub”). The Company and Merger Sub are hereinafter sometimes collectively referred to as the “Constituent Corporations.”

BACKGROUND STATEMENT

The Boards of Directors of the Company, the Purchaser, and Merger Sub have determined that the merger of Merger Sub into the Company upon the terms set forth in this Agreement would be fair and in the best interests of their respective shareholders, and such Boards of Directors have adopted resolutions approving this Agreement and the transactions contemplated hereby. In addition, pursuant to the terms of an Option Agreement dated as of the date hereof (the “Option Agreement”) between the Purchaser and the holders of a majority of the issued and outstanding shares of voting common stock of the Company, such majority holders have agreed to approve this Agreement and the transactions contemplated hereby at a shareholders’ meeting to be called for that purpose.

The Company, the Purchaser, and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the proposed merger of the Company and Merger Sub and desire to prescribe various conditions to the merger.

NOW, THEREFORE, in consideration of the premises and the mutual representation, warranties, covenants, agreements and conditions contained herein, the parties hereto agree as follows:

ARTICLE I

MERGER

Section 1.1 Merger. (a) In accordance with the provisions of this Agreement, the North Carolina Business Corporation Act (the “Business Corporation Act”) and the Delaware General Corporation Law (the “DGCL”), at the Effective Time (as defined in Section 1.6), Merger Sub shall be merged with and into the Company (the “Merger”), and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of North Carolina. The name of the Company prior to the Merger shall be the name of the Surviving Corporation. At the Effective Time, the separate existence of Merger Sub shall cease.

(b) The Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes of each of the Constituent Corporations and shall by operation of law assume and be liable for all the liabilities, obligations and penalties of each of the Constituent Corporations.

Section 1.2 Articles of Incorporation. The Articles of Incorporation of the Company in effect at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation, except as amended by the Articles of Merger (as defined in Section 1.6).

Section 1.3 Bylaws; Fiscal Year. The bylaws of the Company in effect at the Effective Time shall be the bylaws of the Surviving Corporation. The fiscal year of the Surviving Corporation shall end on the last day of December of each year.

Section 1.4 Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed in accordance with applicable law, the directors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation and the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Section 1.5 Shareholders’ Meeting and Consents. The Company will take all action necessary in accordance with applicable law and its Articles of Incorporation and bylaws to convene a special meeting of its shareholders (the “Shareholders’ Meeting”) as soon as practicable hereafter to act on this Agreement and to approve an amendment to the Company’s articles of incorporation (or at the option of the holders of the Company’s Common Stock (as defined in Section 2.1), the giving of unanimous consents pursuant to Article IV.C. of the Company’s articles of incorporation) to permit the disposition of Shares (as defined in Section 2.1) pursuant to the Option Agreement. The Company, through its Board of Directors (subject to the fiduciary duties of the Board of Directors under applicable law), shall recommend to its shareholders adoption of this Agreement and approval of the transactions contemplated hereby (including without limitation the foregoing amendment to the Company’s articles of incorporation) and shall use all reasonable efforts to obtain approval of the adoption of this Agreement and of the transactions contemplated hereby (including without limitation the foregoing amendment to the Company’s articles of incorporation) by the shareholders of the Company at a meeting duly noticed to be held as soon as practicable after the date hereof. The Company agrees that it will deal exclusively with the Purchaser and will not solicit, directly or indirectly, inquiries, proposals or offers from any other potential buyer of the Company or for any substantial portion of its assets or securities.

Section 1.6 Effective Time. The Merger shall become effective on the date and at the time of filing of (a) articles of merger, in the form required by and executed in accordance with the Business Corporation Act (“Articles of Merger”), with the Secretary of State of the State of North Carolina in accordance with the provisions of Section 55-11-05 of the Business Corporation Act and (b) a certificate of merger (the “Certificate of Merger”), in the form required by and executed in accordance with the DGCL, with the Secretary of State of the State of Delaware in accordance with the provisions of Section 252 of the DGCL or at such other time specified in the Articles of Merger or the Certificate of Merger. The time when the Merger shall become effective is herein referred to as the “Effective Time.”

Section 1.7 Shareholders’ Representative. Frank Daniels, Jr. (or in the event of his resignation or inability to perform his duties hereunder, Robert M. Woronoff, Jr.) shall act as the Shareholders’ Representative (in such capacity, the “Shareholders’ Representative) with respect to (i) the determination of the Adjustments Computation and the Adjustments Payment (as such terms

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are defined in Sections 4.3(a) and 4.3(c), respectively), (ii) the settling and payment of Selling Expenses (as defined in Section 23), (iii) the settling and payment of any indemnification claims, and (iv) for any other purposes that may be specified in this Agreement or are reasonably necessary or desirable in connection with the protection of the Shareholders hereunder. The Shareholders’ Representative shall have no duties or obligations other than those specifically set forth herein and shall not be liable under any circumstances for any actions or inactions in his capacity as Shareholders’ Representative other than for his willful misconduct. All costs and expenses of the Shareholders’ Representative shall be Selling Expenses. The holders of a majority of the Shares (as defined in Section 2.1(a)) shall have the right at any time to appoint a new Shareholders’ Representative for such purposes by giving at least ten (10) days’ written notice thereof to the Purchaser and the Shareholders’ Representative then acting.

ARTICLE II

CONVERSION OF SHARES

Section 2.1 Shares. (a) Except as provided in Section 2.4 below with respect to Dissenting Shares, each share of the Company’s Common Stock, par value $0.10 per share (“Common Stock”), and Class B Non-Voting Common Stock, par value $0.10 per share (“Class B Stock”), issued and outstanding immediately prior to the Effective Time (each such share of Common Stock or Class B Stock being referred to herein as a “Share” or collectively, the “Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted at the Effective Time into the right to receive, upon surrender of the certificate evidencing such Share in the manner provided in Section 4.5(b), a pro rata portion of the “Net Merger Consideration.” The Net Merger Consideration shall be three hundred seventy-two million, six hundred forty thousand dollars ($372,640,000) (the “Base Price”), less the sum of (i) the Adjustments (as defined in Section 2.2), (ii) the Selling Expenses (as defined in Section 2.3)), and (iii) up to $10,000,000 of Purchaser Damages (as defined in Section 11.2(a)).

The pro rata portion of the Net Merger Consideration payable to each holder of Shares (a “Shareholder” and, collectively, the “Shareholders”), other than Dissenting Shares, shall be equal to a fraction, the numerator of which is the number of Shares held by such Shareholder and the denominator of which is the aggregate number of Shares issued and outstanding immediately prior to the Effective Time (specifically including any Dissenting Shares). Schedule 2.1 hereto sets forth the proportionate interest, as of the date hereof, of each Shareholder in the Net Merger Consideration. For purposes of this Agreement, “Dollars” and “$” shall mean currency of the United States of America.

(b) Except as provided in Section 2.1(c) below, all Shares (specifically including any Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holders thereof, at the Effective Time no longer be outstanding and shall be canceled and shall cease to exist, and each holder thereof shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Net Merger Consideration for such Shares upon the surrender of the Share certificates in accordance with Section 4.5(b) or the right, with respect to Dissenting Shares, to receive payment from the Surviving Corporation of the “fair value” of such Shares as determined in accordance with Article 13 of the Business Corporation Act.

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(c) Notwithstanding anything contained in this Section to the contrary, each Share held in the treasury of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment shall be made with respect thereto.

Section 2.2 Adjustments. The Base Price shall be adjusted as follows (each such adjustment being referred to herein as an “Adjustment” and the aggregate amount of which shall be referred to as the “Adjustments”):

(i) The Base Price shall be increased (or decreased, as the case may be) by the dollar amount by which (A) the current assets of the Company (on an aggregate basis) on the close of business on the last day of the month immediately preceding the Closing Date exceed (or are less than) (B) the current liabilities of the Company (on an aggregate basis) on the close of business on the last day of the month immediately preceding the Closing Date; provided, however, that solely for the purposes of this calculation the Company shall exclude the effect on current assets and current liabilities of bonuses paid or payable to employees of the Company after the date hereof up to an aggregate amount of one million two hundred thousand dollars ($1,200,000);

(ii) The Base Price shall be decreased by the dollar amount of the Company’s non-current charitable pledges existing on the close of business on the last day of the month immediately preceding the Closing Date; and

(iii) The Base Price shall be decreased by the dollar amount of the Company’s long-term debt, less current portion, existing on the close of business on the last day of the month immediately preceding the Closing Date.

For purposes of calculating the Adjustments referred to above, current assets, current liabilities, non-current charitable pledges and long-term debt, less current portion, and the value thereof, shall be determined in accordance with generally accepted accounting principles consistently applied (except as indicated in the following sentence). With respect to the Adjustments, the Purchaser and the Company acknowledge that the indebtedness evidenced by the Stock Notes (as defined in Section 4.5(b)) will be a current asset on the Final Balance Sheet except with respect to Dissenting Shares and the indebtedness owed to the Company from current or former employees under the computer purchase program disclosed in paragraph 20 of Schedule 6.8 shall be reflected on the Final Balance Sheet in accordance with generally accepted accounting principles (rather than entirely as a current asset).

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Section 2.3 Selling Expenses. Selling Expenses shall mean the sum of (i) all legal, accounting, brokers’ and other professional fees and expenses of or incurred by the Company or the Shareholders’ Representative in connection with the Merger.

Section 2.4 Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by Shareholders who have not voted in favor of the Merger or consented thereto in writing, and who have properly exercised their rights for appraisal of such Shares in the manner provided in Article 13 of the Business Corporation Act (“Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive a pro rata portion of the Net Merger Consideration, unless such Shareholder thereafter fails to perfect or withdraws or otherwise loses his or her right to dissent and appraisal. If after the Effective Time, such Shareholder fails to perfect or withdraws or otherwise loses his or her right to dissent and appraisal, such Shares shall thereupon be deemed to have been converted as of the Effective Time into a right to receive cash as provided in Section 2.1, without interest thereon. The Company shall give the Purchaser prompt written notice of any demands and withdrawals thereof received by the Company for appraisal of Shares, and the Purchaser shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of the Purchaser, make any payment with respect to, or settle or offer to settle, any such demands. If a Shareholder immediately prior to the Effective Time shall become entitled to receive payment for the appraisal value of such Shares, such payment shall be made by the Surviving Corporation.

Section 2.5 Merger Sub Stock. Each share of common stock, $0.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof; be converted at the Effective Time into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

ARTICLE III

THE CLOSING

Section 3.1 Time and Place. Subject to the provisions of Articles VIII, IX, X and XII, the closing of the Merger (the “Closing) shall take place on the first day of a calendar month at the principal offices of the Company in Raleigh, North Carolina, commencing at 10:00 a.m., local time, or at such other time or place as the Purchaser and the Company may agree. The date on which the Closing actually occurs is herein referred to as the “Closing Date.”

Section 3.2 Filings at the Closing. Subject to the provisions of Articles VIII, IX, X and XII hereof, Merger Sub and the Company shall file on the Closing Date (i) the Articles of Merger in accordance with the applicable provisions of the Business Corporation Act and (ii) the Certificate of Merger in accordance with the applicable provisions of the DGCL, and shall take any and all other lawful actions and do any and all other lawful things necessary to cause the Merger to become effective.

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ARTICLE IV

PAYMENT

Section 4.1 Estimated Adjustments. Not more than six days prior to the Closing Date, the Company shall deliver to the Purchaser a certificate, dated as of the date of delivery, setting forth the Company’s good faith estimate of the dollar amount, as of the close of business on the last day of the month preceding the Closing Date, of the Adjustments (the “Estimated Adjustment”).

Section 4.2 Closing Payment. At the Closing the Purchaser shall pay the Closing Payment by wire transfer of immediately available funds by 2:00 pm. Raleigh, North Carolina time to the Paying Agent. The “Closing Payment” shall be the product of (i) the Base Price, less the Estimated Adjustments and less the Holdback Amount, and (ii) a fraction, the numerator of which shall be the total number of Shares other than Dissenting Shares and the denominator of which shall be the total number of Shares. The “Holdback Amount” shall initially equal ten million, seven hundred fifty thousand dollars ($10,750,000), shall be reduced from time to time in accordance with Section 4.3(e) and Article XI and shall accrue interest as provided in Section 11.4.

Section 4.3 Determination of Adjustments. (a) Within 45 days after the Closing Date, the Purchaser will provide to the Shareholders’ Representative, on behalf of the Shareholders, a final balance sheet (the “Final Balance Sheet”) of the Company dated as of the close of business on the last day of the month immediately preceding the Closing Date and a computation setting forth the dollar amount of each Adjustment, the difference between the Estimated Adjustments and the Adjustments (the “Adjustments Computation”), and the amount of the Adjustments Payment (as defined in Section 4.3(c)). The Shareholders’ Representative or an agent on his behalf may audit the preparation of the Final Balance Sheet, and shall have complete access to the books and records of the Company for such purpose.

(b) If the Shareholders’ Representative does not accept the Final Balance Sheet, the Adjustments Computation or the Adjustments Payment, he shall give written notice to the Purchaser within twenty-one (21) days after receipt thereof. The notice shall set forth in reasonable detail the disputed amount or amounts and the basis for the Shareholders’ Representative’s objections to any such amount.

If the Shareholders’ Representative does not object within such 21-day period, the Final Balance Sheet, the Adjustments Computation and the Adjustments Payment shall be deemed accepted and approved by the Shareholders. If the Shareholders’ Representative shall raise any objections within the 21-day period, the parties shall attempt to resolve the disputed amount or amounts. If the amounts in dispute cannot be resolved by the parties within thirty (30) days after delivery of the Shareholders’ Representative objections, the amounts in dispute shall be submitted to a firm of independent certified public accountants, mutually selected by the Purchaser and the Shareholders’ Representative (the “Arbitrating Accountants”), which firm shall make a final and binding determination as to such amount or amounts. The Arbitrating Accountants shall deliver to the parties their written determination regarding the matters submitted to them within sixty (60) days, which determination shall be binding and conclusive upon all parties with respect to the

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calculation of the Final Balance Sheet, the Adjustments Computation and the Adjustments Payment. Any such determination shall not require the Surviving Corporation or any affiliates to alter its financial statement.

Fees and expenses of the Arbitrating Accountants shall be paid one-half by the Purchaser (or, at the Purchaser’s option, by the Surviving Corporation) and one-half by the Shareholders’ Representative as additional Selling Expenses.

(c) The amount of the post-closing adjustment payment is referred to herein as the “Adjustments Payment.” If the absolute dollar amount of the Adjustments as finally determined is less than the Estimated Adjustments, the Adjustments Payment shall be the sum of (i) $750,000, (ii) the absolute dollar amount of the difference between the Estimated Adjustments and the Adjustments, and (iii) the pro rata portion of the Selling Expenses (as certified in writing by the Shareholders’ Representative) then payable by the Shareholders and attributable to the Dissenting Shares (the “Dissenters’ Selling Expense Portion”). If the absolute dollar amount of the Adjustments is greater than the Estimated Adjustments, the Adjustments Payment shall be (i) $750,000 minus (ii) the absolute dollar amount of the difference between the Adjustments and the Estimated Adjustment, plus (iii) the Dissenters’ Selling Expense Portion.

(d) If the Shareholders’ Representative does not submit a written objection to the Final Balance Sheet, Adjustments Computation or Adjustments Payment pursuant to Section 4.3(b), the Adjustments Payment, if a positive amount, shall be disbursed to the Paying Agent within five business days after expiration of the 21-day period referred to in Section 4.3(b) (or, if sooner, within five days of the date such 21-day period is waived in writing by the Shareholders’ Representative). If the Shareholders’ Representative does submit a written objection pursuant to Section 4.3(b), the undisputed portion of the Adjustments Payment (as reasonably determined by Purchaser and the Shareholders’ Representative in light of the objections raised by the Shareholders’ Representative and the possible range in calculations of the disputed portion of the Adjustments Payment) shall, upon the request of the Shareholders’ Representative, be disbursed to the Paying Agent within five business days after the 21-day period referred to in Section 4.3(b). Any Adjustments Payment due the Shareholders with regard to the disputed portion of the Final Balance Sheet and Adjustments Computation shall be disbursed to the Paying Agent within five business days after the final determination of the entire Adjustments Payment. All disbursements to the Paying Agent pursuant to this paragraph shall be paid, together with interest accruing from the Closing Date at a per annum rate equal to the effective yield to maturity of a two-year U.S. Treasury Note as reported in The Wall Street Journal on the Closing Date, by wire transfer of immediately available funds.

(e) Following the final determination of the Adjustments Payment, the Holdback Amount shall be reduced by $750,000. In addition, if the Adjustments Payment is a negative number, the Holdback Amount shall be further reduced by the amount of such negative number.

Section 4.4 Payments for Shares No Longer Deemed Dissenting Shares. If, at any time, any Dissenting Shares lose their status as Dissenting Shares such that the Shareholder thereof becomes entitled to receive the Net Merger Consideration, the Purchaser will pay or caused to be paid to the Paying Agent the pro rata portion of the Closing Payment, plus any Adjustments Payment

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and Holdback Amount, allocable to such Dissenting Shares. Upon any determination by the Company that any Dissenting Shares have become entitled to receive the Net Merger Consideration pursuant to this paragraph, the Company shall notify the Shareholders’ Representative, and the Shareholders’ Representative shall then instruct the Paying Agent to deliver materials to and make disbursements of such payment to such Shareholder, less such Shareholder’s pro rata portion of Selling Expenses, all in accordance with Sections 4.5(b) and (c).

Section 4.5 Exchange of Shares. (a) At or prior to the Effective Time, the Shareholders’ Representative, the Company and Purchaser shall designate a bank or trust company to serve as paying agent (the “Paying Agent”) for all Shares other than Dissenting Shares pursuant to a Paying Agent Agreement in substantially the form of Exhibit 4.5 hereto (the “Paying Agent Agreement”) and, in accordance with Section 4.5, shall cause the Closing Payment to be wire transferred to the Paying Agent for the benefit of the Shareholders other than the holders of Dissenting Shares. Such funds shall be invested by the Paying Agent as directed by the Shareholders’ Representative, subject to investment limitations of the Paying Agent Agreement, in obligations of or guarantees by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investor Services, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or bankers acceptances of commercial banks with capital exceeding $500 million.

(b) Promptly after the Effective Time (or with respect to instructions given pursuant to Section 4.4, promptly after the requirement to give such instructions arises), the Shareholders’ Representative shall instruct the Paying Agent to mail or otherwise deliver to each Shareholder (other than to holders of Dissenting Shares) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss of the certificates representing the Shares (the “Certificates”) shall pass, only upon actual delivery of the Certificates to the Paying Agent) and instructions for use in surrendering the Certificates for payment. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal duly executed and properly completed, and the satisfaction of all other conditions set forth in the Paying Agent Agreement, the holder of such Certificate shall be entitled to receive in exchange therefor his or her pro rata portion of the Closing Payment, less his or her pro rata portion of the Selling Expenses then payable and less the amounts due under any outstanding promissory note in favor of the Company relating to the purchase of his or her Shares (a “Stock Note”). Immediately prior to any disbursement to any such holder, the Paying Agent shall be instructed to cancel such Certificate and any applicable Stock Note. If payment is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or such person shall establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable.

(c) Promptly after the receipt by the Paying Agent of all or part of the Adjustments Payment or the Holdback Amount, the Shareholders’ Representative and the Company shall instruct the Paying Agent to mail checks for the pro rata portion of the Adjustments Payment

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less any additional Selling Expenses to the persons entitled thereto in accordance with the letters of transmittal received by the Paying Agent and instructions from the Shareholders’ Representative.

(d) From and after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any purpose they shall be canceled and exchanged as provided in this Article.

(e) At any time following six months after the final disbursement of the Holdback Amount to the Paying Agent, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) that have been held by the Paying Agent for six months after such final disbursement and that have not been disbursed to holders of Certificates, except to the extent there exist a dispute or claim with respect to disbursement of such funds and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Net Merger Consideration less the amount if any of any outstanding Stock Note payable upon due surrender of their Certificates. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for the Net Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

OF THE PURCHASER

The Purchaser represents and warrants to the Company as follows:

Section 5.1 Organization. Each of the Purchaser and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The copies of the certificates of incorporation and bylaws of each of Merger Sub and the Purchaser heretofore delivered to the Company are true, correct and complete, and in full force and effect, as of the date of this Agreement.

Section 5.2 Authority Relative to This Agreement. Each of Merger Sub and the Purchaser has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of Merger Sub and the Purchaser and by the shareholder of Merger Sub, and no other corporate proceedings on the part of Merger Sub or the Purchaser are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Merger Sub and the Purchaser and, assuming this Agreement constitutes a legal, valid and binding agreement of the Company, this Agreement constitutes a legal, valid and binding agreement of each of Merger Sub and the Purchaser, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity.

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Section 5.3 Noncontravention; Consents and Approvals. (a) Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.3(b), the execution and delivery of this Agreement by each of Merger Sub and the Purchaser and the consummation by Merger Sub and the Purchaser of the transactions contemplated hereby will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or bylaws of Merger Sub or the Purchaser, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under the terms, conditions or provisions of any note, bond, mortgage, indenture, license agreement or other instrument or obligation to which Merger Sub or the Purchaser is a party, or by which Merger Sub or the Purchaser or any of its respective properties or assets is bound, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Merger Sub or the Purchaser or any of its respective properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not impair the ability of Merger Sub or the Purchaser to consummate the transactions contemplated hereby.

(b) Assuming the accuracy of the representations and warranties of the Company set forth in Article VI, no filing or registration with, notification to and no permit, authorization, consent or approval of, any governmental entity is required by Merger Sub or the Purchaser in connection with the execution and delivery of this Agreement by Merger Sub and the Purchaser or the consummation by Merger Sub and the Purchaser of the transactions contemplated hereby, except (i) in connection with the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) in connection, or in compliance, with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) the filing of the Articles of Merger with the Secretary of State of the State of North Carolina and the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, materially impair the ability of Merger Sub or the Purchaser to consummate the transactions contemplated hereby.

Section 5.4 Financing. The Purchaser has the ability to obtain all funds necessary to enable the Purchaser to perform this Agreement in accordance with its terms. The Purchaser has provided to the Company evidence of the Purchaser’s financial capability, which evidence the Purchaser represents to be true and correct according to the terms thereof. The Purchaser agrees that at all times between the date hereof and the Closing Date it will take all necessary or advisable actions to assure that funds sufficient to permit the Purchaser to pay the Closing Payment will be available on the Closing Date.

Section 5.5 Litigation. There are no legal, administrative, arbitration or other proceedings or governmental investigations pending or, to the knowledge of the Purchaser, threatened against the Purchaser or any of its subsidiaries that would give any third party the right to enjoin, rescind or condition the transactions contemplated hereunder.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to each of Merger Sub and the Purchaser as follows:

Section 6.1 Organization. The Company is a corporation duly incorporated and validly existing under the laws of the State of North Carolina. The Company’s articles of incorporation are not suspended for failure to comply with the Revenue Act of the State of North Carolina and the Company is not administratively dissolved for failure to comply with the provisions of the Business Corporation Act, has delivered to the North Carolina Secretary of State its most recent annual report required by N.C.G.S. § 55-16-22, and has not filed articles of dissolution. The Company has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the business, assets, financial condition or results of operations of the Company (a “Material Adverse Effect”). The Company has delivered to the Purchaser true and correct copies of its Articles of Incorporation and bylaws, as amended to the date of this Agreement

Section 6.2 Authority Relative to this Agreement. The Company has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the approval of the Merger and the adoption of this Agreement by the Company’s shareholders. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized and approved by all necessary corporate action, except for the approval of the Merger and the adoption of this Agreement by the shareholders of the Company. This Agreement has been duly and validly executed and delivered by the Company, and assuming this Agreement constitutes a legal, valid and binding agreement of each of Merger Sub and the Purchaser, this Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity.

Section 6.3 Noncontravention, Consents and Approvals. (a) Except as set forth in Schedule 6.3, assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained pursuant to Section 6.3(b), the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) subject to obtaining the requisite approval of the Company’s Shareholders, conflict with or result in any breach of any provision of the Articles of Incorporation or bylaws of the Company, (ii) result in a violation or breach of, or constitute (with or without due

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notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture or other evidence or instrument of, or agreement relating to, indebtedness to which the Company is a party or by which it or any of its properties or assets are bound, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any license, agreement or other instrument or obligation (“Contract”) to which the Company is a party or by which it or any of its properties or assets is bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or that would not impair the Company’s ability to consummate the transactions contemplated hereby.

(b) No filing or registration with, or notification to, and no permit, authorization, consent or approval of, any government entity is necessary for the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement except (i) in connection with the applicable requirements of the HSR Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of North Carolina and the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) such filings, registrations, notifications, permits, authorizations, consents or approvals that result from the specific legal or regulatory status of the Purchaser or as a result of any other facts that specifically relate to the business or activities in which the Purchaser is engaged, and (iv) such other filings, registrations, notices, permits, authorizations, consents and approvals that if not obtained, made or given would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or impair the Company’s ability to consummate the transactions contemplated hereby.

Section 6.4 Capitalization. The authorized capital stock of the Company consists of 1,000,000 shares of Common Stock, par value $0.10 per share, and 100,000 shares of Class B Stock. As of the date hereof, there are 130,007.5 shares of Common Stock issued and outstanding and 14,725 shares of Class B Stock issued and outstanding, and all formerly outstanding shares of the Company’s preferred stock have been duly redeemed in accordance with law, and the Company has no obligation to make payments of any kind in respect of any such shares. Except as disclosed in Schedule 6.4, there are not any options, warrants, calls, subscriptions, or other rights or other agreements or commitments obligating the Company to issue, transfer or sell any shares of capital stock of the Company or any other securities convertible into or evidencing the right to subscribe for any such shares or obligating the Company to grant, extend or enter into any such option, warrant, call, subscription, right or agreement. All issued and outstanding Shares are duly authorized and validly issued, fully paid and non-assessable and are held of record entirely by those persons and entities shown on Schedule 2.1.

Section 6.5 Financial Statements. The Company has furnished to the Purchaser (i) balance sheets as of December 31, 1994, and December 31, 1993, and statements of income and cash flows for the years then ended, in each case together with the notes thereto, prepared in

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accordance with generally accepted accounting principles consistently applied and audited by Ernst & Young, LLP., independent public accountants, whose reports upon the Financial Statements are included as a part thereof, and (ii) unaudited balance sheets as of March 31, 1995 and statements of income for the quarter then ended (collectively, the “Financial Statements”). Except as disclosed in Schedule 6.5, the Financial Statements and notes thereto fairly present the results of operations and financial position of the Company for the periods and as of the dates set forth, in accordance with generally accepted accounting principles consistently applied (subject, with respect to the unaudited statements, to the absence of notes and to normal year-end adjustments).

Section 6.6 Undisclosed Liabilities. The Company has no material obligation or liability, except such liabilities and obligations that are reflected in the Financial Statements or disclosed in the notes thereto, or that were incurred after March 31, 1995 in the ordinary course of business or as otherwise specifically disclosed in this Agreement.

Section 6.7 Absence of Certain Changes. Except as disclosed in Schedule 6.7 or as otherwise disclosed in this Agreement or a document delivered pursuant to this Agreement, since December 31, 1994, the Company has conducted its business only in the ordinary and usual course and there has not been (i) any material adverse change in the financial condition, properties, business or results of operations of the Company; (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to the capital stock of the Company; (iii) any change by the Company in accounting principles, practices or methods; (iv) any material increase in the number of employees of the Company or any division of the Company or any material increase, individually or in the aggregate, in the rate or terms of compensation payable to or to become payable to the Company’s employees, except increases occurring in accordance with the Company’s customary practices or as required by existing employment agreements and except that the Company may pay bonuses to employees after the date hereof in an aggregate amount not to exceed $2,000,000, and the Company will enter into the Employment Agreements described in Section 7.3; (v) any material modifications in employee benefits to the Company’s employees; (vi) entry into, termination of (except by reason of the occurrence of a contractually specified termination date) or material amendment to any contract or commitment or license or permit material to the Company’s business, except in the ordinary course of business or as contemplated herein; (vii) any creation of or assumption of any mortgage, pledge, or other lien or encumbrance upon any of the Company’s assets, except in the ordinary course of business; (viii) any sale, assignment, lease, transfer or other disposition of any of the Company’s assets, except in the ordinary course of business; (ix) any imposition or incurring of any obligation or liability, fixed or contingent, except in the ordinary course of business; (x) except as otherwise disclosed in this Agreement or a Schedule hereto, entry into any agreement pursuant to which the aggregate annual financial obligation of the Company may exceed $100,000, or which is not terminable by the Company without penalty upon ninety (90) days’ notice or less; (xi) any commitment to make any purchase or sale of or any inventories except in the ordinary course of business; (xii) any commitment in excess of $50,000 for any capital expenditure for which the Company shall have any financial obligation to discharge subsequent to Closing; or (xiii) any other material transaction not in the ordinary course of business.

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Section 6.8 Certain Contracts and Arrangements. All contracts existing as of the date hereof to which the Company is a party are either (i) listed in Schedule 6.8 hereto or elsewhere disclosed in this Agreement; (ii) contracts for the purchase or sale of goods or services entered into in the ordinary course of business; (iii) contracts for the sale of advertising pursuant to customary invoicing and payment terms; (iv) contracts cancelable without penalty on 90 days’ notice or less; or (v) contracts that do not impose an obligation on the Company in excess of $50,000 per year. Except as set forth in Schedule 6.8 or otherwise disclosed in this Agreement, there is not, under any of the agreements designated in Schedule 6.8, any existing default, event of default or other event which, with or without due notice or lapse of time or both, would constitute a default or event of default on the part of the Company and which would, individually or in the aggregate, have a Material Adverse Effect.

Section 6.9 Litigation. Except as set forth on Schedule 6.9 or disclosed in this Agreement, there are no legal, administrative, arbitration or other proceedings or governmental investigations pending or, to the Company’s knowledge, threatened against the Company that may have a Material Adverse Effect, or may impair the ability of the Company to consummate the Merger, if adversely determined against the Company.

Section 6.10 Labor Matters. The Company is not a party to any collective bargaining agreement or any other union labor agreement covering or relating to any of its employees, and has not recognized and has not received a demand for recognition of any collective bargaining representative with respect thereto. There are no strikes, labor disputes or work stoppages in effect or, to the knowledge of the Company, threatened against the Company that may have a Material Adverse Effect. The Company has substantially complied in all material respects with all applicable laws and regulations relating to the employment of labor, including those related to wages, hours, collective bargaining, discrimination, and the payment of Social Security or similar taxes. There are no unfair labor practice claims or charges pending involving the Company.

Section 6.11 Employee Benefit Plans. (a) Schedule 6.11 contains a complete list of all bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and stock option plans, all employment or severance contracts, all medical, dental, health and life insurance plans, all other employee benefit plans, contracts or arrangements (the “Compensation and Benefit Plans”).

(b) Except as disclosed in Schedule 6.11, all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), other than “multiemployer plans” within the meaning of Section 3(37) of ERISA (“Multiemployer Plans”), covering employees and former employees of the Company (the “ERISA Plans”), to the extent subject to ERISA, are in substantial compliance with ERISA. Each ERISA Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (Tension Plan”) and which is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), has received a favorable determination letter from the Internal Revenue Service or a timely application has been made for a favorable determination letter, and the Company is not aware of any circumstances likely to result in revocation of, or failure to

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issue, any such favorable determination letter. There is no material pending or, to the knowledge of the Company, threatened litigation relating to the ERISA Plans. The Company has not engaged in any transaction with respect to any ERISA Plan that could subject the Company to a tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA in an amount which would be material.

(c) No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by the Company with respect to any “single-employer plan,” within the meaning of Section 4001(a)(15) of ERISA. The Company does not presently contribute to a Multiemployer Plan, nor has the Company contributed to a Multiemployer Plan within the past five calendar years. No notice of a “reportable event,” within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Pension Plan within the 12-month period ending on the date hereof.

(d) All contributions required to be made within the last five years wider the terms of any ERISA Plan have been timely made. No Pension Plan nor any single-employer plan of the Company has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA. The Company has not provided, and is not required to provide, security to any Pension Plan or to any single-employer plan of the Company pursuant to Section 401(a)(29), of the Code.

(e) Under each Pension Plan that is a single-employer defined benefit pension plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “benefit liabilities,” within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in the Pension Plan’s most recent actuarial valuation), did not exceed the then current value of the assets of such Pension Plan, and there has been no material change in the financial condition of such Pension Plan since the last day of the most recent plan year.

(f) The Company has no obligations for retiree health and life benefits under any ERISA Plan, except as set forth on Schedule 6.11. There are no restrictions on the rights of the Company to amend or terminate any such ERISA Plan without incurring any liability thereunder.

(g) Except as set forth in Schedule 6.11, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or, otherwise) becoming due to any director or any employee of the Company under any Compensation and Benefit Plan or otherwise from the Company, (ii) increase any benefits otherwise payable under any Compensation and Benefit Plan, or (iii) result in any acceleration of the time of payment or vesting of any such benefit.

Section 6.12 Taxes. (a) The Company has filed, or caused to be filed, on a timely basis all federal, state and local tax returns required to be filed by the Company. Except as disclosed on Schedule 6.12, all such tax returns are true, correct and complete and the Company has delivered to Purchaser copies of all federal and state income and Form 5500 returns filed since January 1, 1990.

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Except as set forth in Schedule 6.12, (a) the Company has paid, or made provisions for the payment of, (i) all taxes due for the periods covered by such returns, except such accrued and unpaid taxes for which appropriate accruals have been made in accordance with generally accepted accounting principles and (ii) all deficiencies assessed as a result of any examination of such returns; and (b) the Company has not granted any extension of the limitation period applicable to any claim for taxes or assessments except for the years under audit as described in Schedule 6.12. The United States federal and state income tax returns for all taxable years through 1990 have been audited by the relevant authorities or are closed by the applicable statute of limitations. All taxes that the Company is or was required by law to withhold or collect have been duly withheld or collected and have been paid to the proper governmental authority or other person. No consent to the application of Section 341(f) of the Code has been filed with respect to any property or assets held by or acquired or to be acquired by the Company.

(b) The Company has not made any payment in prior years for which it claimed a deduction, has not made any cash payment, is not obligated to make any payment and is not a party to any agreement that could obligate it to make any payment that will be non-deductible under Section 280G of the Code, as amended.

(c) The Company is not a party to any tax allocation or sharing agreement.

(d) The Company has no liability for the tax of any person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.

Section 6.13 Licenses and Authorizations. Schedule 6.13 lists all material licenses, permits, authorizations and consents and approvals of governmental authorities (“Permits”) that are held by the Company as of the date hereof and are required for the conduct of the Company’s business, as presently conducted, and which, if not present or not in full force and effect, would have a Material Adverse Effect. All such Permits are in full force and effect, with no material violations of any of them having occurred or, to the Company’s knowledge, alleged to have occurred, and with no proceedings pending or, to the Company’s knowledge, threatened, that would have the effect of revoking or materially limiting or affecting the transfer or renewal of any such Permits. Except as set forth in Schedule 6.13, (a) such Permits are not subject to any restrictions or conditions that would limit the business of the Company as presently conducted and (b) there are no applications by the Company or material complaints by others pending or threatened in writing as of the date hereof before any governmental agency relating to the Company.

Section 6.14 Title to Real Property. Schedule 6.14 lists all real property currently owned or leased by the Company. Except with respect to any leased property or as set forth in Schedule 6.14, the Company has good and marketable fee simple title to all of the real property listed in such Schedule, free and clear of all material liens, mortgages, pledges and encumbrances whatsoever other than for (i) real estate taxes not yet due and payable and (ii) easements, party wall agreements, encroachments, riparian rights, rights of way, mineral rights or other similar reservations and restrictions which are described in Schedule 6.14 or which in the aggregate do not materially and adversely affect or interfere with the value or present use or presently contemplated

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development of any such property. No condemnation of any such real property has occurred, is pending or, to the Company’s knowledge, is threatened. The Company has delivered to the Purchaser true and complete copies of all leases listed in such Schedule, all of which are valid and binding on the Company and with respect to which the Company is not in material default.

Section 6.15 Title to Personal Property. The Company has delivered to the Purchaser a schedule of all material tangible personal property owned or leased by the Company as of January 1, 1995. Except with respect to any leased property or as set forth in Schedule 6.15, the Company owns and has good and valid title to such properties, free and clear of all material liens and encumbrances, except for liens for taxes not yet due and payable. The Company has delivered or made available to the Purchaser true and complete copies of all material leases and other agreements or documents affecting the properties listed in Schedule 6.15, all of which are valid and binding on the Company, and with respect to which the Company is not in material default.

Section 6.16 Bank Accounts. Schedule 6.16 lists all bank accounts and safe deposit boxes of the Company. No powers of attorney have been given in connection with such accounts. On or prior to the Closing, the Company shall deliver to the Purchaser a list of the names of all persons authorized to draw thereon or to have access thereto.

Section 6.17 Insurance. Schedule 6.17 lists all of the Company’s insurance policies in effect as of the date hereof, and indicates the insurer’s name, policy number, expiration date and amount and type of coverage. All such insurance is in full force and effect and no premiums in respect thereof are past due.

Section 6.18 Inventories; Assets. The Company’s inventories do not include any items in any material amount that are below standard quality, damaged, obsolete or of a quantity or quality not usable or suitable in the ordinary course of the Company’s business. Except as disclosed on Schedule 6.18, the buildings, plants, structures and equipment of the Company used in the Company’s business are structurally sound with no known defects and are in good operating condition and repair, normal wear and tear excepted, and none of such buildings, plants, structures and equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Section 6.19 Accounts Receivable. All of the Company’s trade accounts receivable are valid and genuine and were acquired or arose in the ordinary course of business.

Section 6.20 Intellectual Property. The Company has the right to use all trademarks, trade names, and copyrights as the Company presently uses them. To the Company’s knowledge, no patent, trademark, trade name, or copyright used by the Company is the subject of any infringement action or action seeking to deny, modify or revoke any registration or application therefor or renewal thereof. The Company is entitled to use all designs, processes and licenses and all other industrial property or intellectual property rights used by it, and except as disclosed in Schedule 6.20, the Company has not granted to any third party any right, title or interest in or to any such intellectual property. All registered trademarks, registered copyrights, patents or patent applications owned by the Company are disclosed in Schedule 6.20.

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Section 6.21 Newspapers and Magazines; Circulation. The Company publishes the newspapers and magazines listed on Schedule 6.21 hereto. The average paid circulation sold for The News and Observer during the twelve-month period ending December 31, 1994, as determined by the Audit Board of Circulations, is disclosed in Schedule 6.21. Paid circulation is not overstated in such Schedule, and there has been no material decline in total average paid circulation since December 31, 1994. The approximate circulations/distribution of the other publications are also disclosed in Schedule 6.21.

Section 6.22 Environmental Matters.

(a) To the knowledge of the Company, except as set forth on Schedule 6.22, neither the Company nor any third party has discharged, disposed of, deposited or released, directly or indirectly, any pollutants, contaminants or hazardous or toxic substances, wastes or materials (as defined under federal, state or local law presently in effect) (“Hazardous Materials”) in, on or under any real property owned, leased or used by the Company, and no soil or groundwater contamination or pollution by any Hazardous Materials exists in, on or under any such real property that, in either of such cases, could require remedial action under any applicable law. The Company has provided all required notices to landlords and the Purchaser in respect of Hazardous Materials as required by applicable law.

(b) To the knowledge of the Company, except as set forth on Schedule 6.22, all Hazardous Materials present on any real property owned or leased by the Company are stored in all material respects in accordance with applicable laws and regulations, and neither the Company nor any of its employees or agents have disposed of, discharged, deposited, released or placed any Hazardous Materials except as permitted by law, and the Purchaser has no potential liability therefor under applicable law presently in effect.

(c) The remediation work at the warehouse located at 1400 Mechanical Boulevard, Garner, North Carolina, described in Schedule 6.22, is proceeding in accordance with the plan of remediation that has been approved by the North Carolina Department of Environment, Health and Natural Resources.

Section 6.23 Equity Interests. Except as set forth on Schedule 6.23, the Company does not directly or indirectly own any capital stock of or other equity interests in any corporation, partnership, joint venture or other entity.

Section 6.24 Brokers and Finders. Neither the Company nor any of its officers, directors or employees has employed any broker or finder in connection with the transactions contemplated by this Agreement, other than Dirks, Van Essen & Associates, or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement, other than to Dirks, Van Essen & Associates.

Section 6.25 Disclosure. No representation or warranty by the Company in this Agreement (including the Schedules) contains any untrue statement of a material fact or omits -to state a material fact required to be stated therein or necessary to make any statement made therein, in light of the circumstances under which it is made, not misleading.

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Section 6.26 Compliance with Laws. The Company has complied and is in compliance in all material respects with applicable laws relating to ownership, leasing and operating its assets and carrying on the business operations of the Company.

Section 6.27 Books and Records. The minute books are true, complete and correct in all material respects. At the Closing, all of the Company’s books and records will be in the possession of the Company.

ARTICLE VII

COVENANTS OF THE PARTIES

Section 7.1 Conduct of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, the Company will conduct its business in a manner consistent with prior practice and in the ordinary and usual course. Without limiting the generality of the foregoing, except as otherwise expressly provided in or contemplated by this Agreement or as disclosed in Schedule 7.1, prior to the Closing Date, without the prior written consent of the Purchaser, the Company will not:

(a) except in its ordinary course of business, consistent with past practices (i) create, incur, assume or prepay any long-term debt or any short-term debt for borrowed money other than under existing lines of credit; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; or (iii) make any loans, advances or capital contributions to, or investments in, any other person;

(b)(i) increase the compensation of any of its employees, except in its ordinary course of business, consistent with past practices except that the Company may pay bonuses to employees after the date hereof in an aggregate amount not to exceed $2,000,000, and the Company shall enter into the Employment Agreements described in Section 7.3; (ii) materially increase the number of employees of the Company or any division of the Company; or (iii) except as may be required to comply with applicable law, become obligated under any new pension plan, welfare plan, multiemployer plan, employee benefit plan, benefit arrangement, or similar plan or arrangement, which was not in existence on the date hereof, including any bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other benefit plan, agreement or arrangement, with or for the benefit of any person, or amend any of such plans or any of such agreements in existence on the date hereof; provided, however, that the Company shall, to the extent permitted by law, amend the Company’s Restated Pension Trust Plan and Cash or Deferred (401K) Plan and other benefit plans or agreements to the extent necessary to eliminate the effect on the Company’s obligations to pay or become otherwise obligated for any increased benefits under such plans arising from the payment of the bonuses to employees permitted by clause (b)(i) above, except to the extent that any such effect is de minimis.

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(c) sell, transfer, lease, license, pledge, mortgage, or otherwise dispose of, or encumber, or agree to sell, transfer, lease, license, pledge, mortgage or otherwise dispose of or encumber, any assets or properties, real or personal, (i) the fair market value of which, individually, is in excess of $100,000 or (ii) that are material, individually or in the aggregate, to the Company, except in the ordinary course of business consistent with past practice;

(d) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, or issue any such shares, except for the payment of quarterly cash dividends consistent with past practices;

(e) enter into any other agreements, commitments or contracts that are material, individually or in the aggregate, to the Company, except agreements, commitments or contracts as contemplated by Section 6.8 hereof or for the purchase, sale or lease of goods or services in the ordinary course of business, consistent with past practice;

(f) except as otherwise disclosed in this Agreement or a document delivered to this Agreement, or otherwise consistent with past practice, authorize or commit to make capital expenditures in an amount in excess of the Company’s current budget for capital expenditures;

(g) permit any insurance policy naming it as a beneficiary or a loss payee to be canceled or terminated, except in the ordinary and usual course of business;

(h) make any change to its accounting methods, principles or practices, except as may be required or permitted by generally accepted accounting principles;

(i) maintain the books and records of the Company in a manner not consistent with past business practices; or

(j) settle or compromise any claim with respect to Dissenting Shares prior to the Closing Date without the prior written consent of the Purchaser.

Section 7.2 Access to Information. (a) From the date of this Agreement to the Closing Date, the Company will (i) give the Purchaser and its authorized representatives reasonable access during normal business hours to the Company’s facilities, personnel and operations and to all of its books and records, (ii) permit the Purchaser and such authorized representatives to make such inspections thereof as the Purchaser may reasonably request and to conduct such tests, studies and surveys and take samples at its sole cost and expense as it deems necessary for evaluating the structural and environmental condition of the property and improvements thereon, and (iii) cause its officers or other appropriate officials to furnish the Purchaser with such financial and operating data and other information with respect to the business operations of the Company as the Purchaser may from time to time reasonably request; provided, however, that any such investigation by the Purchaser shall be conducted in such a manner as not to interfere unreasonably with the Company’s business operations.

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(b) Until the Closing, the Purchaser (i) will hold, and will use its best efforts to cause its officers, directors, employees, lenders, accountants, representatives, agents, consultants and advisors to hold, in strict confidence all information (other than such information as may be publicly available) furnished to the Purchaser in connection with the transactions contemplated by this Agreement, including all information concerning the Company contained in any analyses, compilations, studies or other documents prepared by or on behalf of the Purchaser (collectively, the “Information”); and (ii) will not, without the prior written consent of the Company, release or disclose any Information to any other person, except to the Purchaser’s officers, directors, employees, lenders, accountants, representatives, agents, consultants and advisors who need to know the Information in connection with the consummation of the transactions contemplated by this Agreement, who are informed by the Purchaser of the confidential nature of the Information and who agree to be bound by the terms and conditions of this Section 7.2(b). In the event the Purchaser or any person to whom the Purchaser transmits the Information pursuant to this Agreement becomes legally compelled to disclosed any of the Information, the Purchaser will provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 7.2(b), or both. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with the provisions of this Section 7.2(b), the Purchaser will furnish only that portion of the Information that the Purchaser is advised by written opinion of counsel is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Information. If the transactions contemplated by this Agreement are not consummated, the Information, including any analyses, compilations, studies or other documents prepared by or on behalf of the Purchaser, will be returned to the Company immediately upon the Company’s request therefor.

(c) After the Closing, each of the Purchaser and the Shareholders’ Representative will use its best efforts to furnish the other and its authorized representatives such financial and operating data and other information with respect to the business operations of the Company as each may from time to time reasonably request.

Section 7.3 Employees and Employee Benefits. (a) The Company shall be permitted to enter into employment contracts at the Closing in the form attached as Exhibits 7.3 hereto, with Messrs. Frank Daniels, III, Fred D. Crisp, Richard L. Henderson, Robert M. Woronoff, Jr., John S. Barton, Jr., and John W. Andrews, each of whom is a current employee of the Company. The salaries inserted in such employment contracts shall be the base salaries indicated in the letter from Frank A. Daniels, Jr., dated May 3, 1995.

(b) The Purchaser hereby irrevocably, absolutely and unconditionally guarantees to (i) each employee of the Company named in Section 7.3(a) prompt payment in full of all amounts due to such person under the employment agreements referred to in such Section, and (ii) to each employee of the Company prompt payment in full of all amounts due to such person under the Company’s Supplemental Executive Benefit Plan. With respect to such guaranties, the Purchaser hereby waives any right to require that any notice be given to or action be brought against the Company, and waives presentment, demand, notice of dishonor, protest and any other defenses available to a surety or guarantor under any applicable law.

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Section 7.4 HSR Act Filing. As soon as practicable after the date of this Agreement, the Company and the Purchaser will file, or cause to be filed, with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) pursuant to the HSR Act all requisite documents and notifications in connection with the transactions contemplated hereby. Each of the Purchaser and the Company will make or cause to be made all such other filings and submissions under laws and regulations applicable to it, if any as may be required of it for the transactions contemplated hereby. The Purchaser and the Company will coordinate and cooperate with one another in exchanging such information and assistance as the other may reasonably request in connection with all of the foregoing.

Section 7.5 Other Actions. The Company and the Purchaser hereby agree that each, at its own expense, shall use its best efforts and shall cooperate fully with the other in preparing, filing, prosecuting, and taking any other actions with respect to any applications, requests, or actions that are or may be reasonable and necessary to obtain the consent of any governmental instrumentality (in addition to the DOJ and FTC) or any third party or to accomplish the transactions contemplated by this Agreement.

Section 7.6 Further Assurances. If, at any time after the Effective Time, the Surviving Corporation shall consider that any deeds, bills of sale, assignments, assurances or any other actions are necessary or desirable to vest, perfect or confirm of record in the Surviving Corporation its right, title or interest in or to any of the rights or properties of either of the Constituent Corporations acquired by the Surviving Corporation as a result of the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of the Constituent Corporations or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of the Constituent Corporations or otherwise, all such other actions as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in and to such rights and properties in the Surviving Corporation or otherwise to carry out this Agreement.

Section 7.7 Consummation of Agreement. The Company and the Purchaser will each use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as expeditiously as possible. Except for events that are the subject of specific provisions of this Agreement, if any event should occur, either within or outside the control of the Purchaser or the Company, that would materially delay or prevent fulfillment of the conditions upon the obligations of any party hereto to consummate the transactions contemplated by this Agreement, the Purchaser and the Company will use their respective best, diligent and good faith efforts to cure or minimize the same as expeditiously as possible.

Section 7.8 Public Announcements. The Purchaser and Merger Sub, on the one hand, and the Company, on the other hand, will consult with each other before issuing any press release or otherwise making any public statements with respect to the Merger and shall not issue any such

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press release or make any such public statement that is not approved by the other party, except as may be required by law or court order, in which case the parties will make reasonable efforts to consult with each other prior to the making of such public statement.

Section 7.9 Purchaser’s Severance Obligation. (a) The Purchaser hereby agrees that it will cause the Company to pay severance pay to each employee of the Company who is employed by the Company immediately prior to the Closing but whose employment by the Company is terminated without cause within 180 days after the Closing Date, other than Frank Daniels, Jr., the employees listed in Section 7.3(a) and the employees listed in Schedule 7.9. The amount of severance pay to each such employee shall be equal to two weeks’ of such employee’s base weekly pay (at the time of the Closing) for each full year the employee had been employed by the Company on the date of termination. Such severance pay shall be paid in cash in full within five days of the date of termination of employment. For the purposes of this Section, a termination without cause includes any termination of employment for any reason other than the death or disability of the employee, the commission of any dishonest or illegal act involving the business or affairs of the Company or the intentional failure to perform, or the gross negligence in the performance of, the employee’s duties to the Company.

(b) All employees of the Company immediately prior to the Closing are third-party beneficiaries of this Section 7.9 (other than Frank A. Daniels, Jr. and the employees listed in Section 7.3(a) above) and shall be entitled to take all actions necessary to enforce the Purchaser’s obligations hereunder, including bringing legal actions in their own names.

Section 7.10 Philanthropy Journal. Prior to the Closing Date, the Company shall cease providing the services of its employees to the Philanthropy Journal, shall terminate all employees of the Company who are to work for the Philanthropy Journal and shall cease providing office space for the use of the Philanthropy Journal.

Section 7.11 Holdback Letter of Credit. (a) The Purchaser shall secure its obligation to pay the Holdback Amount by delivering to the Shareholders’ Representative, on the Closing Date, a letter of credit in a stated amount of not less than $10,000,000, issued by a national bank with capital in excess of $500,000,000 that has a short-term credit rating of not less than A-1 by Moody’s Investor Services, Inc. or P-1 by Standard & Poor’s Corporation, or any other financial institution reasonably acceptable to the Shareholders’ Representative (an “Acceptable Bank”). The Purchaser may replace a letter of credit at any time, and shall replace an expiring letter of credit at least 10 days before its expiration date, with a substitute letter of credit issued by an Acceptable Bank in a stated amount of not less than the then current Holdback Amount (including any disputed amount) at the time of substitution, as certified to the Escrow Agent by the Shareholders’ Representative.

(b) The Shareholders’ Representative may draw on the letter of credit if he does not receive a substitute letter of credit prior to the 10th day before the expiration date of an expiring letter of credit, or he is directed to do so by court order or is authorized in writing to do so by the Purchaser. The funds received by the Shareholders’ Representative upon drawing on the letter of credit shall be deposited in escrow with an escrow agent appointed by, and pursuant to an escrow agreement approved by, the Shareholders’ Representative and the Purchaser, and no funds shall be

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disbursed from escrow without the prior written authorization of the Shareholders’ Representative and the Purchaser or as they otherwise agree. The Shareholders’ Representative and the Purchaser shall be obligated to authorize disbursements from escrow to the extent and in the manner consistent with the Purchaser’s rights and obligations to reduce or disburse to the Shareholders’ Representative the Holdback Amount.

Section 7.12 Certain Indemnification Obligations. The Purchaser shall cause the Company to honor its indemnity obligations as described in paragraph 2 of Schedule 11.2.

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF

ALL PARTIES

The respective obligations of all parties to effect the Merger shall be subject to the fulfillment at or prior to the Closing of each of the following conditions:

Section 8.1 Shareholder Approval. This Agreement shall have been adopted by the vote of the holders of a majority of the Shares at the Shareholders’ Meeting, or by written consent in lieu thereof.

Section 8.2 Hart-Scott-Rodino. The Company and the Purchaser and any other Person (as defined in the HSR Act) required in connection with the transactions contemplated hereby to file a Notification and Report Form for Certain Mergers and Acquisitions with the DOJ and the FTC pursuant to the HSR Act shall have made such filing, all applicable waiting periods with respect to each such filing (including any extensions thereof) shall have expired or been terminated and no actions shall have been instituted by the DOJ or FTC challenging or seeking to enjoin the consummation of the transactions contemplated under this Agreement unless such actions shall have been withdrawn or terminated.

ARTICLE IX

CONDITIONS TO THE OBLIGATIONS OF

MERGER SUB AND THE PURCHASER

The obligations of Merger Sub and the Purchaser to effect the Merger and to perform their other obligations to be performed at or subsequent to the Closing shall be subject to the fulfillment at or prior to the Closing of each of the following additional conditions, any one or more of which may be waived by the Purchaser:

Section 9.1 Representations and Warranties True. All representations and warranties of the Company contained herein shall be true and correct in all material respects on the Closing Date as though such representations and warranties were made as of such date except for changes permitted or contemplated by this Agreement.

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Section 9.2 Performance. The Company shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement required to be performed or complied with by it on or prior to the Closing Date.

Section 9.3 Certificates. The Company shall furnish such certificates of its officers to evidence compliance with the conditions set forth in Sections 9.1 and 9.2 as may be reasonably requested by the Purchaser, together with a description of any changes to such representation or warranties permitted or contemplated by this Agreement.

Section 9.4 Certain Proceedings. No writ, order, decree or injunction of a court of competent jurisdiction or governmental entity shall have been entered against Merger Sub, the Purchaser or the Company that prohibits or restricts the consummation of the Merger, limits or restricts the operation of the businesses of the Company as they are currently conducted, or otherwise restricts the Surviving Corporation’s exercise of full rights to own and operate the Company.

Section 9.5 Opinion of Counsel. Merger Sub and the Purchaser shall have received the favorable opinion of Robinson, Bradshaw & Hinson, P.A., counsel to the Company, on such legal matters as Merger Sub and the Purchaser may reasonably request.

Section 9.6 Closing Documents. As of the Closing Date, the Purchaser shall have received from the Company the following documents:

(a) A long-form certificate of existence as to the corporate status of the Company from the State of North Carolina;

(b) A true and complete copy of the Articles of Incorporation of the Company and all amendments thereto certified by the State of North Carolina;

(c) A true and complete copy of the bylaws of the Company certified by its Secretary;

(d) A true and complete copy of the resolutions adopted on behalf of the Company authorizing the execution, delivery and performance of this Agreement and all transactions contemplated hereby;

(e) A certificate from the Company’s Secretary that its Articles of Incorporation have not been amended since the date of the certificate described in subsection (b) above and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (a) above that would adversely affect the Company’s corporate existence; and

(f) A certificate from the Company’s Secretary as to the incumbency and signatures of any of the Company’s officers who will execute documents at the Closing or who have executed the Agreement.

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Section 9.7 Dissenting Shares. The number of Dissenting Shares shall not exceed five percent (5 %) of the outstanding Shares.

Section 9.8 Guarantee of Stock Ownership and Records. The Company shall have used reasonable efforts to cause each Shareholder to have acknowledged and agreed in writing to such Shareholder’s obligations to reimburse the Company for any amount of Net Merger Consideration received by such Shareholder that is in excess of the amount of Net Merger Consideration that should have been received by such Shareholder, and the holders of at least 75 % of the Shares shall have so acknowledged and agreed. The Company shall have delivered to the Purchaser copies of such documents as the Purchaser may reasonably request relating to the ownership, prior issuances, transfers and redemptions of Shares. The obligations of the Shareholders under the reimbursement agreements shall survive the Closing, shall bind the successors and assigns of such Shareholders, and shall be continuing obligations not limited in duration except by any applicable statute of limitations. The Purchaser shall be entitled to proceed against the Shareholders under such reimbursement agreement even if a claim by the Purchaser for indemnification under such reimbursement agreements would also entitle the Purchaser to reduce the Holdback Amount for Purchaser Damages, as such term is defined in Section 11.2.

ARTICLE X

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY

The obligations of the Company under this Agreement to effect the Merger and to perform its other obligations to be performed at the Closing shall be subject to the fulfillment at or prior to the Closing of each of the following additional conditions, any one or more of which may be waived by the Company:

Section 10.1 Representations and Warranties True. All representations and warranties of the Purchaser contained herein shall be true and correct in all material respects on the Closing Date as though such representations and warranties were made as of such date except for changes permitted or contemplated by this Agreement.

Section 10.2 Performance. The Purchaser shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement required to be performed or complied with by it on or prior to the Closing Date.

Section 10.3 Certificates. Each of Merger Sub and the Purchaser shall furnish such certificates of its officers to evidence compliance with the conditions set forth in Sections 10.1 and 10.2 as may be reasonably .requested by the Company.

Section 10.4 Certain Proceedings. No writ, order, decree or injunction of a court of competent jurisdiction or governmental entity shall have been entered against Merger Sub, the Purchaser or the Company which prohibits or restricts the consummation of the Merger.

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Section 10.5 Opinion of Counsel. The Company shall have received the favorable opinion of Pillsbury Madison & Sutro, counsel to Merger Sub and the Purchaser, as to such matters as may be reasonably requested by the Company.

Section 10.6 Closing Documents. As of the Closing Date, the Company shall have received from the Purchaser and Merger Sub the following documents:

(a) A long-form certificate of good standing as to the corporate status of each of the Purchaser and Merger Sub from the state of its incorporation;

(b) A true and complete copy of the Certificate of Incorporation of each of the Purchaser and Merger Sub and all amendments thereto certified by the state of its incorporation;

(c) A true and complete copy of the bylaws of each of the Purchaser and Merger Sub certified by its Secretary;

(d) A true and complete copy of the resolutions adopted on behalf of each of the Purchaser and Merger Sub authorizing the execution, delivery and performance of this Agreement and all transactions contemplated hereby;

(e) A certificate from each of the Purchaser’s and Merger Sub’s Secretary that its Articles of Incorporation have not been amended since the date of the certificate described in subsection (b) above and that nothing has occurred since the date of issuance of the certificate of good standing specified in subsection (a) above that would adversely affect its corporate good standing; and

(f) A certificate from each of the Purchaser’s and Merger Sub’s Secretary as to the incumbency and signatures of any of its officers who will execute documents at the Closing or who have executed the Agreement.

ARTICLE XI

SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

Section 11.1 Survival of Representations. All representations, warranties and agreements made by the parties to this Agreement or pursuant hereto shall survive the Closing, but all claims made by virtue of such representations, warranties and agreements shall be made under, and subject to the limitations set forth in, this Article XI.

Section 11.2 Shareholders’ Agreement to Indemnify.

(a) Indemnification. Subject to the limitations, conditions and provisions set forth herein, the Purchaser shall be entitled to reduce the Holdback Amount (i) in the amount of all losses,

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damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees, asserted against or incurred by the Purchaser or any of its shareholders, directors, officers, employees and agents (the “Purchaser Indemnitees”) resulting from a breach of any covenant, agreement, representation or warranty of the Company contained in this Agreement and 50% of all losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees, asserted against or incurred by the Company or by the Purchaser Indemnitees as a result of or arising out of the matters set forth in paragraph 1 of Schedule 11.2, net of any present or future tax benefits to the Company arising from the matters set forth in paragraph 1 of Schedule 11.2, and (ii) in the amount of all losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees, asserted against or incurred directly or indirectly by the Company or by the Purchaser Indemnitees as a result of or arising out of the matters set forth in paragraph 2 of Schedule 11.2 (collectively, “Purchaser Damages”); provided, however, that all claims for indemnification under Section 11.2(a)(i) shall be brought in writing to the attention of the Shareholders’ Representative within one year from the Closing Date and all claims for indemnification under Section 11.2(a)(ii) shall be brought in writing to the attention of the Shareholders’ Representative within four years from the Closing Date. The Purchaser’s right to recover for any claims for Purchaser Damages shall be limited to its rights to reduce the Holdback Amount.

(b) Limitation of Liability. The Purchaser’s right to reduce the Holdback Amount for any Purchaser Damages shall be subject to all of the following limitations:

(i) The Purchaser may not reduce the Holdback Amount for any Purchaser Damages under this Section 11.2 until the aggregate amount of Purchaser Damages exceeds $500,000, in which case the Holdback Amount shall be reduced by the full extent of the Purchaser Damages.

(ii) The Purchaser shall have the right to recover only those Purchaser Damages as to which the Purchaser has given the Shareholders’ Representative timely written notice. Any written notice delivered by the Purchaser to the Shareholders’ Representative pursuant to this subparagraph (ii) shall set forth with specificity the basis of the claim for Purchaser Damages and, if possible, an estimate of the amount thereof.

(iii) All Purchaser Damages shall be computed net of any insurance coverage with respect thereto that reduces the Purchaser Damages that would otherwise be sustained unless such claim against the insurance coverage would result in a retroactive or retrospective premium adjustment.

(iv) Anything in this Agreement to the contrary notwithstanding (except as provided in Section 9.8), no shareholder, director, officer, employee or agent of the Company shall have any personal liability to the Purchaser or any other persons as a result of the breach of any representation, warranty, covenant or agreement of the Company contained herein.

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(c) Condition of Indemnification. The right of the Purchaser to reduce the Holdback Amount for Purchaser Damages resulting from the assertion of liability by third parties, including any claims by the Paying Agent for reimbursement of its attorneys’ fees and for indemnification pursuant to the Paying Agent Agreement (“Purchaser Third-Party Claims”) shall be subject to the following additional terms and conditions:

(i) Within ten days after receiving notice thereof, the Purchaser shall give the Shareholders’ Representative notice of any Purchaser Third-Party Claims asserted against or incurred by the Company or Purchaser Indemnitee together with a statement and copies of any available information regarding such claim. The Shareholders’ Representative and the Purchaser shall have joint control of, and shall cooperate in, the defense thereof. Each of the Purchaser or the Company and the Shareholders’ Representative shall have the right to retain counsel.

(ii) All costs and expenses of such Purchaser Third-Party Claim (including, without limitation, the Company’s or the Purchaser’s reasonable attorneys’ fees, settlement costs and arbitration costs) shall reduce the Holdback Amount and the reasonable costs and expenses of the Shareholders’ Representative in connection with its defense (including reasonable attorneys’ fees) shall reduce the Holdback Amount and be distributed by Purchaser to the Shareholders’ Representative as such costs and expenses are incurred.

(iii) Without the prior written mutual consent of each of the Purchaser and the Shareholders’ Representative, neither party shall reject or enter into any settlement of any Purchaser Third-Party Claim.

(d) Reduction of Holdback Interest. In addition to the reduction of the Holdback Amount for the actual amount of Purchaser Damages, the Purchaser shall have the right to reduce the Holdback Amount by amounts equal to the following:

(i) For any reduction in the Holdback Amount because of the payment of any amounts by the Purchaser or the Company to a third party after the Closing Date, including the payment of costs and expenses in connection with Purchaser Third-Party Claims, the Holdback Amount shall also be reduced by the amount of interest that accrued pursuant to Section 11.4(a) hereof on the amount of such Holdback Amount reduction (after the date of payment of such amounts to the third party).

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(ii) For all other reductions in the Holdback Amount, the Holdback Amount shall also be reduced by the amount of interest accruing pursuant to Section 11.4(a) hereof from the Closing Date on the amount of the Holdback Amount reduction.

Section 11.3 Purchaser’s Agreement to Indemnify.

(a) Indemnification. Subject to the limitations, conditions and provisions set forth herein, the Purchaser hereby agrees to indemnify, defend and hold the Shareholders and the Company and its directors, officers, employees and agents (the “Company Indemnitees”) harmless from and against all demands, claims, actions, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorney’s fees, asserted against or suffered or incurred directly or indirectly by any of the Company Indemnitees resulting from a breach of any covenant, agreement, representation or warranty of the Purchaser contained in this Agreement (collectively, “Company Damages”); provided, however, that all claims for indemnification under this Section 11.3 shall be brought in writing to the attention of the Purchaser within one year from the Closing Date. The Shareholders’ Representative shall have the right to bring claims for Company Damages on behalf of all Shareholders.

(b) Limitation of Liability. The Purchaser’s obligation to indemnify the Company Indemnitees against any Company Damages shall be subject to all of the following limitations:

(i) All Company Damages shall be computed net of any insurance coverage with respect thereto that reduces the Company Damages that would otherwise be sustained, unless such claim against the insurance coverage would result in a retroactive or retrospective premium adjustment.

(ii) Anything in this Agreement to the contrary notwithstanding, no shareholder, director, officer, employee or agent of the Purchaser shall have any personal liability to the Company Indemnitees or any other person as a result of the breach of any representation, warranty, covenant or agreement of the Purchaser contained herein.

(c) Conditions of Indemnification. The obligations and liabilities of the Purchaser under Section 11.3(a) hereof with respect to claims for Company Damages resulting from the assertion of liability by third parties (“Company Third-Party Claims”) shall be subject to the following terms and conditions:

(i) Within ten days after receiving notice thereof, the Shareholders’ Representative shall give the Purchaser notice of any Company Third-Party Claims asserted against or incurred by a Company Indemnitee together with a statement of available information regarding such claim. The Purchaser shall have the right to undertake the defense thereof by counsel of its own choosing. The Shareholders’

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Representatives may, by counsel, participate in such proceedings, negotiations or defense, at its own expense, but the Purchaser shall retain control over such litigation except as hereinafter set forth.

(ii) In the event that within ten days after notice of any such Company Claim, the Purchaser fails to notify the Shareholders’ Representative of its intention to defend, or if the Purchaser at any time notifies the Shareholders’ Representative of its decision to abandon its defense, the Shareholders’ Representative will (upon further notice to the Purchaser) have the right to undertake the defense, compromise or settlement of such Company Claim, subject to the right of the Purchaser to assume the defense of such Company Claim at any time prior to final settlement, compromise or determination thereof.

(iii) All costs and expenses of such Company Claim (including, without limitation, all attorneys’ fees, settlement costs and arbitration costs) shall be reimbursed by the Purchaser to the Shareholders’ Representative as such costs and expenses are incurred.

(iv) Without the prior written consent of the Shareholders’ Representative, the Purchaser will not enter into any settlement of any Company Claim if pursuant to or as a result of such settlement, (i) injunctive or other equitable relief would be imposed against any Company Indemnitee or (ii) such settlement would lead to liability or create any financial or other obligation on the part of the Company Indemnitee for which the Company Indemnitee is not entitled to indemnification hereunder.

Section 11.4 Holdback Amount Interest and Distribution. (a) The Holdback Amount (other than the $750,000 portion of the Holdback Amount in the Adjustments Payment calculation) shall accrue interest, on a daily basis from the Closing Date until paid to the Paying Agent, at a per annum rate equal to the effective yield to maturity of two-year U.S. Treasury Notes as reported in The Wall Street Journal on the Closing Date and as adjusted monthly thereafter to the effective yield on such Notes reported on the first business day of each month after the Closing Date. The rate shall be increased to a per annum rate equal to the prime rate, as reported in The Wall Street Journal, plus one percent per annum, on any nondisputed amounts that are not delivered to the Paying Agent on the date required by this Agreement (as to which the increased rate shall be effective as of such date) and on any amounts that are eventually delivered to the Paying Agent but whose delivery to the Paying Agent is delayed because of a claim or dispute (as to which the increased rate shall be effective as of the date the disputed amounts would have been released had there been no dispute).

(b) Purchaser shall pay to the Paying Agent, by certified check or wire transfer.

(i) all of the Shareholders’ Representative’s reasonable attorneys’ fees and expenses as provided in Section 11.2 within three (3) business days after receipt of a certificate signed by the Shareholders’ Representative setting forth the amount of such costs;

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(ii) on the second anniversary of the Closing Date, the excess of the Holdback Amount as of such date, including all accrued interest on, and reductions to or distributions affecting, such Holdback Amount as of such date) over five million dollars ($5,000,000); and

(iii) on the fourth anniversary of the Closing Date, the balance of the Holdback Amount, if any: provided, however, that upon the later of the first anniversary of the Closing Date or the date of final resolution of any direct or indirect exposure to the Company or the Purchaser concerning the matter set forth in paragraph 2 of Schedule 11.2, the balance of the Holdback Amount shall be paid to the Paying Agent together with interest as set forth above.

Section 11.5 Holdback Amount Reduction; Notice; Disputes. The Purchaser shall deliver to the Shareholders’ Representative, at least thirty (30) days prior to reducing the Holdback Amount, a notice setting forth the amount of and basis for the proposed reduction, including the amount of any reduction in the accrued interest on the Holdback Amount. If the Shareholders’ Representative does not object to the proposed reduction within the thirty-day period after receipt thereof, the proposed reduction to the Holdback Amount shall be deemed accepted by the Shareholders’ Representative and the Holdback Amount shall be reduced accordingly. If the Shareholders’ Representative does not accept the amount of the proposed reduction to the Holdback Amount, he shall give written notice to the Purchaser within thirty (30) days after receipt of the reduction notice. Such dispute notice shall set forth in reasonable detail the disputed amount (the “Disputed Holdback Reduction Amount”) and the basis for the objections of the Shareholders’ Representative. The parties shall attempt to resolve the Disputed Holdback Reduction Amount. If the amounts in dispute cannot be resolved by the parties within the ninety-day (90) period after delivery of the Shareholders’ Representative’s objections, the Disputed Holdback Reduction Amount shall be submitted for resolution by binding arbitration in accordance with the laws of the State of North Carolina and American Arbitration Association Commercial Arbitration Rules. Any such arbitration proceeding shall be held in Wake County, North Carolina and shall be conducted by three arbitrators, one of whom shall be selected by Purchaser, one by the Shareholders’ Representative, and one by the two arbitrators so selected. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction and may include the award of attorneys’ fees and other costs to the extent recoverable under this Agreement.

ARTICLE XII

TERMINATION

Section 12.1 Termination. This Agreement may be terminated:

(a) at any time by mutual consent of the Company and the Purchaser;

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(b) by either party, if Closing hereunder has not taken place on or before November 3, 1995;

(c) by the Company if all conditions set forth in Articles VIII and X have not been satisfied or waived by the Closing Date;

(d) by the Purchaser if all conditions set forth in Articles VIII and IX have not been satisfied or waived by the Closing Date; and

(e) By the Purchaser in the event that, prior to July 15, 1995, (1) the Purchaser furnishes to the Company the findings of a qualified environmental assessment firm demonstrating the existence of (other than as disclosed on Schedule 6.22), (A) Hazardous Materials in, on or under any real property owned, leased or used by the Company, or (B) soil or groundwater contamination or pollution by any Hazardous Materials in, on, or under any such real property that, in either of such cases, requires remedial action under any applicable law relating to Hazardous Materials, and (ii) the Company, after receipt of notice of such evidence, does not agree, prior to the Closing Date, to increase the Holdback Amount and extend the time limitations set forth in Section 11.2(a) to cover all costs and expenses reasonably necessary to bring the real property and the business conducted thereon in compliance with all applicable laws relating to Hazardous Materials.

Section 12.2 Termination Procedure and Effect of Termination or Failure to Close. (a) In the event of termination of this, Agreement and abandonment of the transactions contemplated hereby by any of the parties pursuant to Section 12.1, prompt written notice thereof shall be given to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:

(i) None of the parties hereto nor any of their partners, directors, officers, shareholders, employees, agents, or affiliates shall have any liability or further obligation to the other party or any of its partners, directors, officers, shareholders, employees, agents, or affiliates pursuant to this Agreement with respect to which termination has occurred, except as stated in Article XI or in Sections 12.2(b), Section 7.2(b) and 13.1 hereof and except for breaches by the Company of its obligations under Section 1.5; and

(ii) All filings, applications and other submissions relating to the Merger shall, to the extent practicable, be withdrawn from the agency or person to which made.

(b) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Article XI, in the event of termination of this Agreement, or if pursuant to the terms of this Agreement (i) the Company and the Purchaser shall be obligated to consummate the Merger, (ii) the Purchaser or the Company, as the case may be, shall have duly satisfied each of the conditions set forth in Article IX or X hereof to be satisfied by it (or in the case

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of any condition that is to be satisfied at the Closing, shall have demonstrated a willingness and ability to satisfy such condition if the Closing were to take place), and the conditions set forth in Article VIII have been satisfied, and (iii) the Company or the Purchaser, as the case may be, shall nevertheless fail to consummate the Merger, then and in that event, the Purchaser and the Company, as the case may be, shall be entitled to seek any remedy to which they may be entitled at law or in equity in the event of a material violation or breach of any agreement, representation or warranty contained in this Agreement (which remedies shall include, without limitation, with respect to both the Purchaser and the Company, an injunction or injunctions to prevent breaches of, or to obtain specific performance of any obligation hereunder, without limiting any monetary damages to which the Purchaser or the Company, as the case may be, shall be entitled); provided, however, that in the event of termination of this Agreement by the Purchaser pursuant to Section 12.1(e), no party shall be liable to the other for breach of this Agreement.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

Section 13.1 Termination Expenses. Whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including without limitation the preparation and execution of this Agreement and performance of the transactions contemplated hereby, and all fees and expenses of investment bankers, finders, brokers, agents, representatives, consultants, counsel and accountants will be paid by the party incurring such costs and expenses.

Section 13.2 Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto will use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger pursuant to this Agreement.

Section 13.3 Amendment and Modification. This Agreement may be amended, modified or supplemented only by written agreement of the Company and the Purchaser at any time prior to the Closing Date with respect to any of the terms contained herein.

Section 13.4 Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section.

Section 13.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered by hand, by facsimile transmission (with electronically

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confirmed receipt), one business day when sent by recognized overnight courier, or five business days after deposit in the U.S. mails, by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice; provided that notices of a change of address shall be effective only upon receipt thereof):

(a)	If to the Company, to:
	The News and Observer Publishing Company
	215 S. McDowell Street
	Raleigh, North Carolina 27602
	Attention: Frank A. Daniels, Jr.
	Telecopy: (919) 829-4872
	Copies to:
.	Robinson, Bradshaw & Hinson, P.A
	One Independence Center
	101 North Tryon Street, Suite 1900
	Charlotte, North Carolina 28246
	Attention: Russell M. Robinson, II
	Telecopy: (704) 378-4000
(b)	If to the Purchaser, to:
	McClatchy Newspapers, Inc.
	2100 Q Street
	Sacramento, California 95816
	Attention: Gary B. Pruitt
	Telecopy: (916) 321-1869
	Copies to:
	Pillsbury Madison & Sutro
	235 Montgomery Street
	San Francisco, California 94104
	Attention: Terry Kee
	Telecopy: (415) 983-1200

Section 13.6 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party, nor is this Agreement intended to confer upon any other person except the parties hereto any rights or remedies hereunder; provided that prior to filing any necessary applications pursuant to the HSR Act as contemplated hereby, the Purchaser may assign or transfer this Agreement or any rights it may have hereunder to any direct or indirect wholly-owned subsidiary of the Purchaser and in such event the Purchaser, as well as such subsidiary, shall remain liable hereunder for all purposes.

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Section 13.7 Governing Law; Jurisdiction. The execution, interpretation and performance of this Agreement shall be governed by the internal laws and judicial decisions of the State of North Carolina. The Purchaser and the Company hereby irrevocably consent, to the maximum extent permitted by law, that any legal action or proceeding against them under, arising out of or in any manner relating to, this Agreement may be brought in any court of general jurisdiction of Wake County, North Carolina, or in the United States District Court for the Eastern District of North Carolina, Raleigh Division. By its execution and delivery of this Agreement, each such party expressly and irrevocably assents and submits to the personal jurisdiction of either of such courts in any such action or proceeding. Each such party further irrevocably consents to the service of any complaint, summons, notice or other process relating to any such action or proceeding by delivery thereof to it by hand or by mail in the manner provided for in Section 13.5 above, and expressly and irrevocably waives its respective claims and defenses in any such action or proceeding in either such court based on any alleged lack of personal jurisdiction, improper venue or forum non conveniens or any similar basis to the maximum extent permitted by law.

Section 13.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 13.9 Interpretation. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

Section 13.10 Bulk Sales Law. The parties hereto waive compliance with the provisions of any bulk sales law applicable to the transactions contemplated hereby.

Section 13.11 Entire Agreement. This Agreement, including the Exhibits and Schedules hereto and the documents delivered pursuant to this Agreement, embody the entire agreement and understanding of the parties hereto in respect of the subject matter hereof. The Exhibits and Schedules hereto are an integral part of this Agreement and are incorporated by reference herein. The Purchaser acknowledges that the Company has not made any, and makes no, promises, representations, warranties, covenants or undertakings, other than those expressly set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to the transactions contemplated by this Agreement.

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IN WITNESS WHEREOF, the Company, the Purchaser and the Merger Sub have caused this Agreement to be signed by their respective duly authorized officers as of the date first above written.

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IN WITNESS WHEREOF, the Company, the Purchaser and the Merger Sub have caused this Agreement to be signed by their respective duly authorized officers as of the date first above written.

	THE NEWS AND OBSERVER PUBLISHING COMPANY
[CORPORATE SEAL]	By:	/s/ Frank Daniels, Jr.
	Name:	Frank Daniels, Jr.
	Title:	President
Attest:
/s/ [signature illegible]
Secretary
	MCCLATCHY NEWSPAPERS, INC.
[CORPORATE SEAL]	By:	/s/ Erwin Potts
	Name:	Erwin Potts
	Title:	President, Chief Executive Officer
Attest:
/s/ [signature illegible]
Secretary
	MNI MERGER SUB, INC.
[CORPORATE SEAL]	By:	/s/ Erwin Potts
	Name:	Erwin Potts
	Title:	President
Attest:
/s/ [signature illegible]
Secretary

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EX-3.1.41

Exhibit 3.1.41

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF INCORPORATION

THE STATE-RECORD PUBLISHING COMPANY, INC.

(File This Form in

Duplicate Originals)

Sect. 4.3 etc. Act of 1962 12-14 etc.

Supplement Code 1962)

1.        The name of the proposed corporation is THE STATE-RECORD PUBLISHING COMPANY, INC.

2.        The initial registered office of the corporation is                         Stadium Road                    

                                                                                                                                               Street and Number

  located in the city of Columbia, county of Richland and the State of South Carolina and the name

  of its initial registered agent at such address is Arthur D. Cooper.

3.        The period of duration of the corporation shall be perpetual (                years).

4.        The corporation is authorized to issue shares of stock as follows:

Class of shares	Authorized No. of each class	Par Value
	1,000	$100.00

If shares are divided into two or more classes or if any class of shares is divided into series within a class, the relative rights, preferences, and limitations of the shares of each class, and of each series within a class, are as follows:

5.        Total authorized capital stock $100,000.00.

6.        It is represented that the corporation will not begin business until there has been paid into the corporation the minimum consideration of the issue of shares, which is $1,000.00 of which at least $500.00 is in cash.

7.        The number of directors constituting the initial board of directors of corporation is five and names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

Ambrose G. Hampton	Box 150, Stadium Road, Columbia, SC
Name	Address
Frank Hampton	Millwood, Garners Ferry Rd., Columbia, SC
Name	Address
Augustus T. Graydon	1225 Washington St., Columbia, SC
Name	Address
David W. Robinson	1213 Lady St., Columbia, SC
Name	Address
John F. McGee	Box 150, Stadium Rd., Columbia, SC
Name	Address
Name	Address
Name	Address

8.        The general nature of the business for which the corporation is organized is (it is not necessary to set forth in the purposes powers enumerated in Section 2.2) (12-12.2 Supplemental Code 1962) the publication of newspapers.

-2-

9.        Provisions which the incorporators elect to include in the articles of incorporation are as follows:

10.        The name and address of each incorporator is:

Name	Street & Box No.	City	County	State
John F. McGee	Box 150 Stadium Rd.	Columbia	Richland	S.C.
David W. Robinson	Box 1942 1213 Lady St.	Columbia	Richland	S.C.

		/s/ John F. McGee
		(Signature of Incorporator)
Date	March 23, 1996	John F. McGee
		(Type or Print Name)
		(Signature of Incorporator)
		David W. Robinson
		(Type or Print Name)
		(Signature of Incorporator)
		(Type or Print Name)

-3-

STATE OF South Carolina                     )

                                                                 ) ss:

COUNTY OF Richland                           )

The undersigned John F. McGee and David W. Robinson

Do hereby certify that they are incorporators of THE STATE-RECORD PUBLISHING COMPANY, INC., corporation and are authorized to execute this verification; that each of the undersigned for himself does hereby further certify that he has read the foregoing document, understands the meaning and purport of the statements therein contained and the same are true to the best of his information and belief.

/s/ John F. McGee

(Signature of Incorporator)

(Signature of Incorporator)

(Signature of Incorporator)

(Each Incorporator Must Sign)

CERTIFICATE OF ATTORNEY

11.        I, David W. Robinson, II, an attorney licensed to practice in the State of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of chapter 4 of the South Carolina Business Corporation Act of 1962, relating to the organization of corporations, and that in my opinion, the corporation is organized for a lawful purpose.

Date	March 23, 1996	/s/David W. Robinson, II
		(Signature)
		David W. Robinson, II
		(Type or Print Name)
		Address	Box 1942, 1213 Lady St.
		Columbia, S. C.

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF AMENDMENT

To The Articles of Incorporation of

The STATE-RECORD PUBLISHING COMPANY, INC.

This Space for Use By

Secretary of State

(File This Form in Duplicate)

Pursuant to Authority of Section 9.6 the South Carolina Business Corporation Act of 1962, the undersigned Corporation adopts the following Articles of Amendment to its Articles of Incorporation (12-19.6 Supplement Code 1962)

1. The name of the Corporation is THE STATE-RECORD PUBLISHING COMPANY, INC.

2. The Registered Office of the Corporation is: P.O. Box 1333                        

(Street and No.)

in the City of Columbia, County of Richland and the State of South Carolina and the name of the Registered Agent at such address is Arthur D. Cooper.

(Complete item 3 and 4 whichever is relevant)

3. a.        The following Amendment of Incorporation was adopted by the shareholders of the Corporation on November 10, 1970, effective March 1, 1971.

(Text of Amendment)

To change the name of The State-Record Publishing Company, Inc. to Columbia Newspapers, Inc.

a.        At the date of adoption of the Amendment, the total number of all outstanding shares of the Corporation was 1,000. The total of such shares entitled to vote, and the vote of such shares was:

	Number of Shares Voted
Total Number of Shares Entitled to vote	For	Against
1,000	1,000

ARTICLES OF AMENDMENT (Continued)

b.        At the date of adoption of the Amendment, the number of outstanding shares of each class entitled to vote as a class on the Amendment and the vote of such shares was (if inapplicable, insert “none”)

		Number of Shares Voted
Class	Number of Shares Entitled to Vote	For	Against
Common	1,000	1,000

4.      a.         Prior to the organizational meting the Corporation and with the consent of the subscribers, the following Amendment was adopted by the Incorporator(s) on                                                                          .

(Text of Amendment)

Not Applicable

b.        The number of withdrawals of subscribers, if such be the case is                     .

c.        The number of Incorporators are                  and the number voting for the Amendment was                      and the number voting against the Amendment was                     .

5.      The manner, if not set forth in the Amendment, in which any exchange, reclassification or cancellation or issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable/insert “no change”)

                      No change

6.      The manner in which the Amendment effects a change in the amount of stated capital, and amount of stated capital, expressed in dollars, as changed by the Amendment, is as follows: (if not applicable, insert “no change”.)

                      No change

Date	February 10, 1971	THE STATE-RECORD PUBLISHING COMPANY, INC.
		(Name of Corporation)
		/s/ Arthur D. Cooper
		President

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	/s/ Ambrose G. Hampton
	Secretary
Note:   Any person signing this form shall either opposite or beneath his signature, clearly and legibly state his name and the capacity in which he signs. Must be signed in accordance with Section (1.4) Act of 1962 (12-11.4) Supplement Code 1962.

STATE OF SOUTH CAROLINA            )

                                                                     ) ss:

COUNTY OF RICHLAND                      )

The undersigned Arthur D. Cooper and Ambrose G. Hampton do hereby certify that they are the duly elected and acting President and Secretary, respectively, of The State-Record Publishing Company, Inc. and are authorized to execute this document; that each of the undersigned for himself does hereby further certify that was so authorized, has read the foregoing document, understands the meaning and purport of the statements therein contained and the same are true to the best of his information and belief.

Dated at Columbia, this 10th day of February, 1971.

/s/ Arthur D. Cooper

/s/ Ambrose G. Hampton

-3-

Articles of Merger

I.       Plan of Merger:

A.      Name of subsidiary corporation – Mardel Securities, Inc.

 Name of parent corporation – Columbia Newspapers, Inc.

B.      Terms and Conditions of the Proposed merger:

  Upon the effective date, Mardel Securities, Inc., a Delaware corporation, shall be merged into and with Columbia Newspapers, Inc., a South Carolina Corporation, and Columbia Newspapers, Inc., shall assume all of its assets and liabilities. The shares of Mardel Securities, Inc., all of which are held by Columbia Newspapers, Inc., shall be cancelled. No additional shares of Columbia Newspapers, Inc., or any other consideration shall be issued in the transaction.

C.      The shares of the subsidiary corporations shall not be converted into securities or obligations of the parent corporation, nor shall any cash or other consideration be paid or delivered upon surrender of the shares of the subsidiary corporation.

D.      There are no shareholders of the subsidiary corporation other than Columbia Newspapers, Inc., the sole shareholder, and accordingly, Section 12-16.27 and 12-20.5(1)(d) of the South Carolina Business Corporation Act are inapplicable.

II.     The number of outstanding shares of each class of the subsidiary corporation and the number of such shares of each class owned by the surviving corporation are:

Preferred Stock – 4150

Non-voting Common Class A – 50

Voting Common Class B – 4

All of said shares are owned by the surviving corporation.

III.     Columbia Newspapers, Inc., owns 100 percent of the outstanding shares of Mardel Securities, Inc., and hereby waives on behalf of Mardel the notice required by Section 12-20.5(a)(3) of the South Carolina Business Corporation Act for the adoption of the Plan of Merger.

COLUMBIA NEWSPAPERS, INC.
By:	/s/ Arthur D. Cooper
	President
MARDEL SECURITIES INC.
By:	/s/ Ben R. Morris
	President   (BRM)

We, the undersigned, have read and understood the meaning and purport of the statements contained in this document and such statements are true to the best of our knowledge. We have authority to sign this document on behalf of the undersigned corporations.

COLUMBIA NEWSPAPERS, INC.
By	/s/ Arthur D. Cooper
	President
MARDEL SECURITIES, INC.
By:	/s/ Ben R. Morris
	President

-2-

ARTICLES OF MERGER

OF

THE ALEXANDRIA GAZETTE CORPORATION

INTO

COLUMBIA NEWSPAPERS, INC.

1.      The Plan of Merger is as follows:

1. Name of subsidiary corporation – The Alexandria Gazette Corporation.

Name of parent corporation – Columbia Newspapers, Inc.

2. Terms and conditions of the proposed merger are as follows:

Upon the effective date, The Alexandria Gazette Corporation shall be merged into and with Columbia Newspapers, Inc. and Columbia Newspapers, Inc. shall assume all of its assets and liabilities. The shares of The Alexandria Gazette Corporation, all of which are held by Columbia Newspapers, Inc. shall be cancelled. No additional shares of Columbia Newspapers, Inc. or any other consideration shall be issued in the transaction.

3. The shares of the subsidiary corporation shall not be converted into securities or obligations of the parent corporation, nor shall any cash or other consideration be paid or delivered upon surrender of the shares of the subsidiary corporation.

4. THERE ARE NO SHAREHOLDERS OF THE SUBSIDIARY CORPORATION OTHER THAN COLUMBIA NEWSPAPERS, INC., THE SOLE SHAREHOLDER, AND ACCORDINGLY, SECTION 12-16.27 AND 12.20(5)(1)(d) OF THE SOUTH CAROLINA BUSINESS CORPORATION ACT ARE INAPPLICABLE.

2.      The number of outstanding shares of each class of the subsidiary corporation is 2500 common, all of which are owned by the surviving corporation.

3.      A copy of the Plan of Merger was mailed to the shareholders of the subsidiary corporation on February 14, 1975.

4.      Columbia Newspapers, Inc. owns all of the stock of the surviving corporation, The Alexandria Gazette Corporation and on its behalf waives the thirty day requirement of §12-20.5(a)(3).

5.      The address of the registered office of the surviving corporation is Columbia Newspapers, Inc., P.O. Box 1333, Columbia, South Carolina.

6.      This merger shall be effective on February 28, 1975.

COLUMBIA NEWSPAPERS, INC.
By	/s/ Arthur D. Cooper
	President
By	/s/ J.W. Molton, Jr.
	Ass’t Secretary

We, the undersigned, have read and understood the meaning and purport of the statements contained in this document and believe such statements to be true. Each of us has authority to sign this document on behalf of Columbia Newspapers, Inc.

COLUMBIA NEWSPAPERS, INC.
By	/s/ Arthur D. Cooper
	President
By	/s/ J.W. Molton, Jr.
	Ass’t Secretary

-2-

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF AMENDMENT

To The Articles of Incorporation of

COLUMBIA NEWSPAPERS, INC.

(File This Form in Duplicate)

Pursuant to Authority of Section 33-15-10 the South Carolina Code of 1976 as amended, the undersigned Corporation adopts the following Articles of Amendment to its Articles of Incorporation:

1. The name of the Corporation is COLUMBIA NEWSPAPERS, INC.

2. The Registered Office of the Corporation is 75 Beattie Place, Two Shelter Centre

                                                                                                  (Street and No.)

in the City of Greenville, County of                     and

the State of South Carolina and the name of the Registered Agent at such address is c/o CT Corporation

(Complete item 3 of 4 whichever is relevant)

3. a. The following Amendment of the Articles of Incorporation was adopted by the shareholders of the Corporation on March 26, 1987

(Text of Amendment)

RESOLVED, that the Amended Articles of Incorporation of the Corporation be amended to provide that the name of the Corporation shall be “THE STATE-RECORD COMPANY, INC.”

b. At the date of adoption of the Amendment, the total number of all outstanding shares of the Corporation was 1000. The total of such shares entitled to vote, and the vote of such shares was:

	Number of Shares Voted
Total Number of Shares Entitled to vote	For	Against
1,000	1,000

c. At the date of adoption of the Amendment, the number of outstanding shares of each class entitled to vote as a class on the Amendment, and the vote of such shares, was: (if inapplicable, insert “none”).

		Number of Shares Voted
Class	Total Number of Shares Entitled to vote	For	Against
	None

4. a. Prior to the organizational meeting the Corporation and with the consent of the subscribers, the following Amendment was adopted by the Incorporator(s) on                     

(Text of Amendment)

Not Applicable

	b.	The number of withdrawals of subscribers, if such be the case is
	c.	The number of Incorporators are                      and the number voting for the Amendment was                      and the number voting against the Amendment was                     .
5.	The manner, if not set forth in the Amendments, in which any exchange, reclassification, or cancellation or issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert “no change”)

                      No Change

6. The manner in which the Amendment effects a change in the amount of stated capital and amount of stated capital, expressed in dollars, as changed by the Amendment, is as follows (if not applicable, insert “no change”)

                      No Change

Dated: 3/26/87	COLUMBIA NEWSPAPERS, INC.
	Name of Corporation
	/s/ Ben L. Morris
	(Name and Title)
	Ben R. Morris - President
	/s/ Douglas C. Harris

-2-

	Douglas C. Harris - Secretary
Note: Any person signing this form shall either opposite or beneath his signature, clearly and legibly state his name and the capacity in which he signs. Must be signed in accordance with Section 33-1-20 of the 1976 Code, as amended.
	(Name and Title)
	(Name and Title)
	(Name and Title)

STATE OF SOUTH CAROLINA              )
)	SS:
COUNTY OF RICHLAND                         )

The undersigned Ben R. Morris and Douglas C. Harris do hereby certify that they are the duly elected and acting President and Secretary, respectively, of COLUMBIA NEWSPAPERS, INC. and are authorized to execute this document; that each of the undersigned for himself does hereby further certify that he signed and was so authorized, has read the foregoing document, understands the meaning and purport of the statements therein contained and the same are true to the best of his information and belief.

Dated at Miami, this 26th day of March, 1987.

/s/ Ben R. Morris

Ben R. Morris

/s/ Douglas C. Harris

Douglas C. Harris

-3-

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF AMENDMENT

TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant Section 33-10-106 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

1. The name of the corporation is The State-Record Company, Inc.

2. Date of Incorporation 3/31/1966

3. Agent’s Name and Address R. Sidney Crim, 1401 Shop Road, Columbia, SC 29201

4. On April 16, 2004, the corporation adopted the following Amendment(s) of its Articles of Incorporation: (Type or attach the complete text of each Amendment)

“RESOLVED, that the Articles of Incorporation of the Corporation be amended to change the name of the Corporation to Columbia State, Inc.”

5. The manner, if not set forth in the Amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, Insert “not applicable” or : “NA”).

N/A

6. Complete either “a” or “b”, whichever is applicable.

a.	¨	Amendment(s) adopted by shareholder action.
		At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was:

Voting Group Number of     Outstanding     Shares Number of
    Votes  Entitled    
to be Cast   Number of Votes  
Represented at
the meeting Number  of
Undisputed*
Shares
    For or Against    

The State-Record Company, Inc.

Name of Corporation

*NOTE: Pursuant to Section 33-10-106(6)(i) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group.

b.	x	The Amendment(s) was duly adopted by the incorporators or board of directors
		without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 and
		33-10-105 of the 1976 South Carolina Code of Laws, as amended, and shareholder
		action was not required.

7. Unless a delayed dated is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See Section 33-1-230(b) of 1976 South Carolina Code of Laws, as amended)                                     

Date	April 20, 2004	The State-Record Company, Inc.
		Name of Corporation
		/s/ Adrienne Lilly
		Signature
		Adrienne Lilly, Assistant Secretary
		Type or Print Name and Office

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF AMENDMENT

TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant Section 33-10-106 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation

1 The name of the corporation is     Columbia State, Inc.

2 Date of Incorporation     3/31/66

3	Agent’s Name and Address	CT Corporation System, 75 Beattie Place, Greenville,
		South Carolina 29601

4	On   July 1, 2005         , the corporation adopted the following Amendment(s) of its Articles of
	Incorporation (Type or attach the complete text of each Amendment)
	“RESOLVED, that the Articles of Incorporation of the Corporation be amended to change the
	name of the Corporation to The State Publishing Company.”
5	The manner, if not set forth in the Amendment, in which any exchange, reclassification, or cancellation
	of issued shares provided for in the Amendment shall be effected, is as follows
	(if not applicable, insert “not applicable” or “NA”)
	N/A
6	Complete either “a” or “b”, whichever is applicable

a	¨	Amendment(s) adopted by shareholder action
		At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was

Voting Group             Number of
Outstanding
Shares             Number of
Votes  Entitled
to be Cast             Number of Votes
Represented at
the meeting             Number of Undisputed*
               Shares
  For        or        Against  

Columbia State, Inc.

Name of Corporation

*NOTE: Pursuant to Section 33-10-106(6)(i) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group

b.	x	The Amendment(s) was duly adopted by the incorporators or board of directors
		without shareholder approval pursuant to Section 33-6-102(d). 33-10-102 and
		33-10-105 of the 1976 South Carolina Code of Laws, as amended, and shareholder
		action was not required

7 Unless a delayed dated is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See Section 33-1-230(b) of 1976 South Carolina Code of Laws, as amended)                         

Date	7/1/05	Columbia State, Inc.
		Name of Corporation
		/s/ Gordon Yamate
		Signature
		Gordon Yamate, Assistant Secretary
		Type or Print Name and Office

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

OF

THE STATE PUBLISHING COMPANY

The State Publishing Company, a corporation organized and existing under the laws of the State of South Carolina, hereby certifies as follows

1 The name of the Corporation is The State Publishing Company The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of South Carolina on March 31, 1966

2 The Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 33-10-106 of the General Corporation Law of the State of South Carolina by the Board of Directors and the stockholders of the Corporation

3 The Corporation’s Agent’s name and address are as follows

CT Corporation System

75 Beattie Place

Two Insignia Financial Plaza

Greenville, SC 29601

4 Pursuant to Section 33-10-106 of the General Corporation Law of the State of South Carolina, this Certificate of Amendment amends the provisions of the Corporation’s Certificate of Incorporation as set forth herein

5 Article 1 of the Certificate of Incorporation is hereby amended to read in its entirety as follows

“The name of the Corporation is The State Media Company”

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Karole Morgan-Prager, its Secretary, effective August   6   , 2008

By	/s/ Karole Morgan-Prager
	Karole Morgan-Prager
	Secretary

EX-3.1.42

Exhibit 3.1.42

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF INCORPORATION

OF

THE SUN PUBLISHING COMPANY, INC.

(File This Form in

Duplicate Originals)

(Sect. 12-14.3 of 1962 Code)

1.        The name of the proposed corporation is The Sun Publishing Company, Inc.

2.        The initial registered office of the corporation is                         Stadium Road                    

                                                                                                                                               Street and Number

  located in the city of Columbia, county of Richland and the State of South Carolina and the name

  of its initial registered agent at such address is Ben R. Morris.

3.        The period of duration of the corporation shall be perpetual [xxxxxxxxxxxxxxxxxx].

4.        The corporation is authorized to issue shares of stock as follows:

Class of shares	Authorized No. of each class	Par Value
Common	1,000	$100.00

If shares are divided into two or more classes or if any class of shares is divided into series within a class, the relative rights, preferences, and limitations of the shares of each class, and of each series within a class, are as follows:

5.        Total authorized capital stock $100,000.00.

6.        It is represented that the corporation will not begin business until there has been paid into the corporation the minimum consideration of the issue of shares, which is $1,000.00 of which at least $500.00 is in cash.

7.        The number of directors constituting the initial board of directors of corporation is ten and names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

Paul B. Barringer, II	Box 231, Weldon, N.C. 27890
Name	Address
J. Willis Cantey	1400 Westminster Dr., Columbia, SC.
Name	Address
Arthur D. Cooper	P.O. Box 1333, Columbia, SC 29202
Name	Address
William Elliott, Jr.	339 Laurel Springs Rd., Columbia, SC
Name	Address
Augustus T. Graydon	1225 Washington St., Columbia, SC 29201
Name	Address
Ambrose G. Hampton	P.O. Box 1333, Columbia, SC 29202
Name	Address
Frank Hampton	Garners Ferry Road., Columbia, SC 29209
Name	Address
Ben R. Morris	P.O. Box 1333, Columbia, SC 29202
Name	Address
Name	Address
Name	Address

8.        The general nature of the business for which the corporation is organized is (it is not necessary

           to set forth in the purposes powers enumerated in Section 2.2) (12-12.2 Supplemental Code 1962)

           the publication of newspapers and commercial printing.

9.        Provisions which the incorporators elect to include in the articles of incorporation are as follows:

           The provisions contained in the statute law of South Carolina.

-2-

10.        The name and address of each incorporator is:

Name	Street & Box No.	City	County	State
Ben R. Morris	P.O. Box 1333	Columbia	Richland	S.C.
Arthur D. Cooper	“     “	“	“	“
David W. Robinson	P.O. Box 944	“	“	“

	/s/ Ben R. Morris
	(Signature of Incorporator)
Date September     , 1973	Ben R. Morris
	(Type or Print Name)
	/s/ Arthur D. Cooper
	(Signature of Incorporator)
	Arthur D. Cooper
	(Type or Print Name)
	/s/ David W. Robinson
	(Signature of Incorporator)
	David W. Robinson
	(Type or Print Name)

-3-

STATE OF SOUTH CAROLINA                     )

                                                                            ) ss:

COUNTY OF RICHLAND                               

The undersigned Ben R. Morris, Arthur D. Cooper and David W. Robinson

do hereby certify that they are incorporators of THE SUN PUBLISHING COMPANY, INC., corporation and are authorized to execute this verification; that each of the undersigned for himself does hereby further certify that he has read the foregoing document, understands the meaning and purport of the statements therein contained and the same are true to the best of his information and belief.

/s/ Ben R. Morris

(Signature of Incorporator)

/s/ Arthur D. Cooper

(Signature of Incorporator)

/s/ David W. Robinson

(Signature of Incorporator)

(Each Incorporator Must Sign)

CERTIFICATE OF ATTORNEY

11.        I, David W. Robinson, an attorney licensed to practice in the State of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of chapter 1.4 of the South Carolina Business Corporation Act of 1962, relating to the organization of corporations, and that in my opinion, the corporation is organized for a lawful purpose.

Date September     , 1973	/s/ David W. Robinson
	(Signature)
	David W. Robinson
	(Type or Print Name)
	Address	P.O. Box 944
	Columbia, S. C. 29202

ARTICLE OF MERGER

OF

FIELD & HERALD, INC.

INTO

THE SUN PUBLISHING COMPANY, INC.

These Articles of Merger between Field & Herald, Inc., (Field) and The Sun Publishing Company, Inc., (Sun) hereby incorporate by reference all of the terms and conditions as set forth in the Plan of Merger a copy of which is hereto attached.

Field, by and through its President and Secretary, hereby certifies that there were outstanding at the time of approval of said Plan of Merger 100 shares of capital (common) stock, each having a par value of $100.00, and that the holders of all 100 shares approved of and consented to the Plan of Merger, no shares disapproving.

Sun, by and through its President and Secretary, hereby certifies that there was outstanding at the time of approval of said Plan of Merger by its stockholders 1,000 shares of its common stock having a par value of $100.00 and that the holders of all of the 1,000 shares approved and consented to the Plan of Merger

The stated capital resulting from the merger shall be $100,000.00 consisting of 1,000 shares each having a par value of $100.00.

That pursuant to the Plan of Merger the name of the surviving corporation shall be The Sun Publishing Company, Inc.

That the principal place of business of the surviving corporation shall be Stadium Road, Columbia, South Carolina.

The surviving corporation agrees: (a) that it may be served with process in South Carolina in any proceeding (i) to enforce any obligation of Field or Sun, and (ii) to enforce the right of any dissenting stockholder of Field against the surving corporation; (b) to appoint Ben R. Morris as the agent to accept process in any such proceeding.

The address at which a copy of any process against the Corporation may be served is Stadium Road, Columbia, South Carolina.

This merger shall become effective upon the date of the filing of the Articles of Merger with the Secretary of State of South Carolina.

These Articles of Merger executed by the respective parties hereto this 4th day of October, 1973.

FIELD & HERALD, INC.
By:	(SEAL)
	Its	/s/    Mark O. Garner
		President
		/s/    Nancy O. Garner
		Secretary
THE SUN PUBLISHING COMPANY, INC.
By:	/s/    Arthur D. Cooper                          (SEAL)
	Its
		President
		/s/    James W. Molton, Jr.
		Asst. Secretary

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VERIFICATION

We, Mark O. Garner, President, and Nancy O. Garner, Secretary, respectively, of Field & Herald, Inc., and Arthur D. Cooper, President and James W. Molton, Jr., Secretary, respectively, of The Sun Publishing Company, Inc., hereby certify that each of us has read and understand the meaning and purport of the statements contained in the above Articles of Merger, and that the statements therein applying to the Company in which each has signed his respective capacity are true, and they are informed and believe that the statements contained therein relative to the other Company concerned are true, and that each of them has signed the above Article of Merger in their respective capacities, and that each had the authority to so sign.

FIELD & HERALD, INC.
By:	/s/ Mark O. Garner	SEAL)
	President
	/s/ Nancy O. Garner
	Secretary
THE SUN PUBLISHING COMPANY, INC.
By:	/s/ Arthur D. Cooper	(SEAL)
	President
	/s/ James W. Molton, Jr.
	Asst. Secretary

PLAN OF MERGER

This Plan of Merger made and entered into this              day of October, 1973, hereinafter called the Agreement, pursuant to the General Corporation Law of the State of South Carolina, by and between The Sun Publishing Company, Inc., a corporation duly organized and existing under the laws of the State of South Carolina, hereinafter called Sun, or the “Surviving Company” , and Field & Herald, Inc., a corporation duly organized and existing under the laws of the State of South Carolina, hereinafter called Field, such corporation being hereinafter sometimes referred to jointly as the “Constituent Companies”.

Whereas the aggregate number of shares that Sun is authorized to issue is 1,000 common shares with a par value of $100 per share of which 1,000 shares are validly issued and outstanding.

Whereas the Board of Directors of Sun and the Board of Directors of Field deem it advisable for the general welfare of such corporations and the shareholders of each thereof that such corporations merge under and pursuant to the provisions of General Corporation Law of the State of South Carolina, and the Board of Directors of each of such corporations has, by resolutions duly adopted, approved this Agreement;

Whereas the Board of Directors of Sun has submitted this Plan of Merger to a vote of Sun shareholders at a special meeting held on the 2nd day of October, 1973, and the Board of Directors of Field has submitted this Plan of Merger to a vote of Field shareholders at a special meeting held on the 2nd day of October, 1973, for the purpose of acting on this Agreement, and said plan having been approved by the requisite majority of shareholders of both companies;

Now, therefore, in consideration of the premises and of the mutual agreement herein contained the parties hereto agree that, in accordance with the provisions of the General Corporation Law of the State of South Carolina, Field shall be merged into Sun, which shall be the surviving corporation, hereinafter referred to as the Surviving Company, and that the terms and conditions of such merger, the mode of carrying it into effect, the manner of converting and exchanging the shares of the Constituent Companies into shares of the Surviving Company or shares of State-Record and other details and provisions deemed necessary or proper are and shall be as herein set forth.

1.        Merger.

Upon the merger becoming effective in accordance with the laws of the State of South Carolina:

  (a)      The Constituent Companies shall be a single corporation, which shall be Sun as the Surviving Company, and the separate existence of Field shall cease except to the extent provided by the laws of the State of South Carolina in the case of a corporation after its merger into another corporation.

  (b)      At the effective date of the merger, for all purposes of the laws of the State of South Carolina, the separate existence of Field shall cease and Field shall be merged into Sun

which shall possess all the rights, privileges, powers, and franchises as well of a public as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent Companies so merged; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent Companies, and all property, real, personal, and mixed, and all debts due to either of such Constituent Companies on whatever account as well for share subscriptions as for all other things in action or belonging to each of such Constituent Companies, shall be vested in the Surviving Company; and all property, rights, privileges, powers, and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Company as they were of the respective Constituent Companies, and the title to any real estate vested by deed or otherwise, under the laws of this State in either of such Constituent Companies, shall not revert or be in any way impaired by reason of the merger; but all rights of creditors and all liens upon property of either of such Constituent Companies shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Companies shall thenceforth attach to such Surviving Company, and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it.

  (c)      The By-Laws of Sun as in effect on the Effective Date of the merger shall be and constitute the By-Laws of the Surviving Company, until the same shall thereafter be altered, amended, or repealed in accordance with law, the Articles of Incorporation, and such By-Laws.

  (d)      The directors and officers of Sun immediately prior to the merger becoming effective shall be and constitute the directors and officers of the Surviving Company. If on the Effective Date of the merger a vacancy shall exist in the Board of Directors or in any of the offices of the Surviving Company, such vacancy may thereafter be filled in the manner provided by the Articles of Incorporation and the By-Laws of the Surviving Company and the laws of the State of South Carolina.

2.        Articles of Incorporation.

The Articles of Incorporation of the Surviving Company shall be the Articles of Incorporation of Sun as in effect on the date hereof, which shall constitute the Articles of Incorporation of the Surviving Company unless and until further amended in the manner provided by law, and is hereby incorporated in and made a part of this Agreement with the same force and effect as if set forth in full herein.

3.        Conversion of shares.

The manner of converting and exchanging the shares of the Constituent Companies into shares of The State-Record Company (the parent of the surving company) shall be as follows:

  (a)      Upon the merger becoming effective each share of Field Common Stock issued and outstanding shall, by virtue of the merger and without any action on the part of the holder thereof, be converted into and exchanged for ten (10) Class B Common Shares with the par value of $50.00 per share of The State-Record.

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(b)      Until surrendered, each outstanding certificate which prior to the merger represented Field Common Shares shall be deemed, for all corporate purposes, to evidence ownership of the number of The State-Record Common Shares into which the same shall have been converted and exchanged.

(c)      Upon the submission or surrender of certificates which prior to the merger represented shares of Field in accordance with the provisions of this Paragraph 3, the same shall forthwith be cancelled and the appropriate number of shares of said Class B stock issued.

4.      Further Instruments.

If at any time the Surviving Company shall consider or be advised that any further assignment or assurance in law is necessary or desirable to vest in the Surviving Company the title to any property or rights of Field, the proper officers and directors of Field shall, and will, execute and make all such proper assignments and assurances in law and do all things necessary or proper to vest such property or rights in the Surviving Company, and otherwise to carry out the purposes of this Agreement.

5.      Shareholder Approval.

This Agreement has been submitted to and approved by the shareholders of each of the Constituent Companies as provided by law and shall take effect according to the statutory laws of South Carolina upon the execution and filing of such documents as are required for accomplishing the merger under the laws of the State of South Carolina.

6.      Right of Amendment.

Sun and Field by mutual consent of their respective boards of Directors, may amend, modify, and supplement this Agreement in such manner as may be agreed upon by them in writing at any time before or after adoption thereof by the shareholders of Sun or Field or both; provided, however, that no such amendment, modification, or supplement shall affect the rights of the shareholders of Sun or Field in a manner which is materially adverse to such shareholders in the judgment of their respective Boards of Directors.

7.      Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original but such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF SUN and FIELD, pursuant to the approval and authority given by resolutions adopted by their respective Boards of Directors and requisite shareholder approval have caused this Agreement of Merger to be signed by the President and attested by the Secretary of Field, and signed by the President and attested by the Secretary of Sun, and their respective Corporate Seals affixed thereto, all as of the first date above written.

	FIELD & HERALD, INC.		(SEAL)
	By:	/s/ Mark O. Garner
		President
CORPORATE SEAL		/s/ Nancy O. Garner
		Secretary
	THE SUN PUBLISHING COMPANY, INC.		(SEAL)
	By:	/s/ Arthur D. Cooper
		President
CORPORATE SEAL		/s/ James W. Molton, Jr.
		Asst. Secretary
	THE STATE-RECORD COMPANY, INC.		(SEAL)
	By:	/s/ Ben R. Morris
		President
CORPORATE SEAL		/s/ James W. Molton, Jr.
		Asst. Secretary

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STATE OF SOUTH CAROLINA

SECRETARY OF STATE

NOTICE OF CHANGE OF REGISTERED OFFICE

OR REGISTERED AGENT OR BOTH

OF A SOUTH CAROLINA

OR FOREIGN CORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation submits the following information.

8. The name of the Corporation is THE SUN PUBLISHING CO., INC.

9. The corporation is (complete either a or b, whichever is applicable):

a. a domestic corporation incorporated in South Carolina on 9/27/1973; or

b. a foreign corporation incorporated in             on             and authorized to do business in South Carolina on             .

10. The street address of the present registered office in South Carolina is Stadium Rd. In the city of Columbia, South Carolina 29201.

11. If the current registered office is to be changed, the street address to which its registered office is to be changed is 914 Frontage Rd. E in the city of Myrtle Beach South Carolina 29577.

12. The name of the present registered agent is Ben R. Morris.

13. If the current registered agent is to be changed, the name of the successor registered agent is Paula Lynn Ellis.

* I hereby consent to the appointment as registered agent of the corporation:

/s/ Paula Lynn Ellis

Signature of New Registered Agent

14. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

15. Unless a delayed date is specified, this will be effective upon acceptance for filing by the Secretary of State (See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended                .

*Pursuant to Sections 33-9-102(5) and 33-19-108(5) of the 1976 South Carolina Code of Laws, as amended, the written consent of the registered agent may be attached to this form.

Date January 21, 2000	The Sun Publishing Co., Inc.
	Name of Corporation
	/s/ Jay Bender
	Signature
	Jay Bender Attorney
	Type or Print Name and Title

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STATE OF SOUTH CAROLINA

SECRETARY OF STATE

NOTICE OF CHANGE OF REGISTERED OFFICE

OR REGISTERED AGENT OR BOTH

OF A SOUTH CAROLINA

OR FOREIGN CORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant to Sections 33-5-102 and 33-15-108 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation submits the following information.

1. The name of the Corporation is THE SUN PUBLISHING COMPANY, INC.

2. The corporation is (complete either a or b, whichever is applicable):

a. a domestic corporation incorporated in South Carolina on 9/27/1973; or

b. a foreign corporation incorporated in             on             and authorized to do business in South Carolina on             .

3. The street address of the present registered office in South Carolina is 914 FRONTAGE RD E.

In the city of MYRTLE BEACH, South Carolina 29577.

4. If the current registered office is to be changed, the street address to which its registered office is to be changed is c/o CT Corporation System, 75 Beattie Place in the city of Greenville South Carolina 29601.

5. The name of the present registered agent is PAULA L. ELLIS

6. If the current registered agent is to be changed, the name of the successor registered agent is CT Corporation System.

* I hereby consent to the appointment as registered agent of the corporation:

CT Corporation System

By:/s/ Donald H. Boadway

  Signature of New Registered Agent

  Donald H. Boadway, Asst. Secretary

7. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

8. Unless a delayed date is specified, this will be effective upon acceptance for filing by the Secretary of State (See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended                .

*Pursuant to Sections 33-9-102(5) and 33-19-108(5) of the 1976 South Carolina Code of Laws, as amended, the written consent of the registered agent may be attached to this form.

	THE SUN PUBLISHING COMPANY, INC.
	Name of Corporation
Date 12/17/04	THE SUN PUBLISHING COMPANY, INC.
	Name of Corporation
	/s/ Naseem A. Conde
	Signature
	Naseem A. Conde, Secretary
	Type or Print Name and Title

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EX-3.1.43

Exhibit 3.1.43

ARTICLES OF INCORPORATION

OF

TRIBUNE NEWSPRINT COMPANY

The undersigned natural persons of the age of twenty-one (21) years or more, acting as incorporators under the provisions of the Utah Business Corporation Act (hereinafter referred to as the “Act”) adopt the following articles of incorporation:

ARTICLE I

The name of this corporation is Tribune Newsprint Company.

ARTICLE II

The duration of this corporation is to be perpetual.

ARTICLE III

The purposes for which this corporation is organized are as follows:

To engage in the business of manufacturing and/or processing of newsprint and to invest in or enter into agreements, joint ventures, partnerships or other business arrangements with other corporations, partnerships or other business entities as the Board of Directors of this corporation deems appropriate in furtherance of such purposes, and to raise capital as needed in that regard;

and;

Any other lawful act or activity for which corporations may be organized under the Utah Business Corporation Act.

The foregoing clauses shall be construed both as purposes and powers, and shall not be held to limit or restrict in any manner the general powers of this corporation, and the enjoyment and the exercise thereof, conferred by the laws of the State of Utah now in force or hereafter enacted.

ARTICLE IV

The corporation will not commence business until consideration of the value of $1,000 has been received as consideration for the issuance of shares.

ARTICLE V

Section 1. The aggregate number of shares which this corporation shall have authority to issue is 10,000 shares of Common Stock without par value.

Section 2. No holder of shares of any class of capital stock of the Corporation, whether now or hereafter authorized, shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of capital stock of the Corporation of any class whatsoever, or of securities convertible into or exchangeable for capital stock of the Corporation of any class whatsoever, whether now or hereafter authorized, or whether issued for cash, property, or services.

Section 3. Shares of Common Stock may be issued by the Corporation from time to time, and for such consideration, not less than the par value thereof, and for such purposes as may be fixed by resolution of the Board of Directors. The Common Stock shall have the exclusive voting rights for the election of directors and for all other purposes, each holder of Common Stock being entitled to one vote for each share thereof held by such holder. At all elections of directors, cumulative voting shall not be allowed.

ARTICLE VI

The address of the initial registered office of the corporation is 143 South Main Street, Salt Lake City, Utah 84111. The name of the initial registered agent of this corporation at that address is Dominic Welch.

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ARTICLE VII

The initial Board of Directors shall consist of three (3) members. The names and addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors be elected and qualify are as follows:

J. W. Gallivan	143 S. Main St. Salt Lake City, Utah 84111
Paul J. O’Brien	143 S. Main St. Salt Lake City, Utah 84111
Dominic Welch	143 S. Main St. Salt Lake City, Utah 84111

ARTICLE VIII

The names and addresses of the incorporators of this corporation are as follows:

J. W. Gallivan	143 S. Main St. Salt Lake City, Utah 84111
Paul J. O’Brien	143 S. Main St. Salt Lake City, Utah 84111
Dominic Welch	143 S. Main St. Salt Lake City, Utah 84111

IN WITNESS WHEREOF, the undersigned, being the incorporators of this corporation, execute these articles of incorporation and certify to the truth of the facts herein stated, this 21st day of November, 1984.

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/s/ J.W. Gallivan

J. W. Gallivan

/s/ Paul J. O’Brien

Paul J. O’Brien

/s/ Dominic Welch

Dominic Welch

STATE OF UTAH	)
	:
COUNTY OF SALT LAKE	)

I, Kris Markowski , a Notary Public, certify that on the 21st day of November, 1984, personally appeared before me J.W. Gallivan, Paul J. O’Brien and Dominic Welch who being first by me duly sworn, declared that they are the persons who signed the foregoing document as incorporators and that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day of November, 1984.

/s/ Kris Markowski

NOTARY PUBLIC

Residing at Salt Lake City, Utah

My commission Expires:

            8/22/87

(SEAL)

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EX-3.1.44

Exhibit 3.1.44

RESTATED AND AMENDED ARTICLES OF INCORPORATION

OF

WICHITA EAGLE AND BEACON PUBLISHING COMPANY, INC.

FIRST: The name of the corporation is Wichita Eagle and Beacon Publishing Company, Inc. This corporation was originally incorporated under the name The Beacon Newspaper Corporation, Inc. The filing date of the original Articles of Incorporation was on or about November 24, 1952.

SECOND: The location of its registered office in the State of Kansas is 515 South Kansas Avenue, Topeka, Kansas 66603, and the name of its resident agent at such address is The Corporation Company, Inc.

THIRD: This corporation is organized for profit and the nature of its business is:

To engage in any lawful act or activity for which corporations may be organized under the Kansas general corporation code and to have and to exercise all powers conferred by laws of Kansas as now in effect or as hereafter amended.

FOURTH: The total number of shares of stock which the corporation shall be authorized to issue shall be 30,000 shares of common stock, $20.00 par value.

Authority is expressly granted to the Board of Directors of the corporation to fix by resolution or resolutions thereof the voting powers, full or limited, or no voting powers, designations, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, if any, of the stock of the corporation of any class or any series withing any class.

FIFTH: These Restated and Amended Articles were duly adopted by the presently constituted Board of Directors and the sole stockholder, in accordance with K.S.A. 17-6605. Accordingly, the names of the original incorporators, the initial Board of Directors, and the original subscribers for the shares have been omitted.

SIXTH: The names and mailing addresses of the directors who are to serve until the next annual meeting of stockholders or until their successors are elected and qualified are:

NAME:	MAILING ADDRESS:
Gary Pruitt	The McClatchy Company
Bob Weil	2100 ‘Q” Street
Patrick Talamantes	Sacramento, CA 95816

SEVENTH: The Stockholders and the Board of Directors of the corporation shall separately and concurrently have the power to adopt, amend, alter or repeal all By-Laws of this corporation.

These Restated and Amended Articles of Incorporation were duly adopted by the directors and stockholders of the corporation in accordance with the laws of the State of Kansas, pursuant to K.S.A. 17-6605.

IN WITNESS WHEREOF, we have hereunto subscribed our names under penalty of perjury on the dates appearing below.

/s/ Gary Pruitt	Date: 6/11/07
Gary Pruitt
	Date:
Robert Weil
	Date:
Patrick Talamantes
Being All of the Directors

IN WITNESS WHEREOF, we have hereunto subscribed our names under penalty of perjury on the dates appearing below.

	Date:
Gary Pruitt
/s/ Robert Weil	Date: 6/11/07
Robert Weil
	Date:
Patrick Talamantes
Being All of the Directors

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IN WITNESS WHEREOF, we have hereunto subscribed our names under penalty of perjury on the dates appearing below.

	Date:
Gary Pruitt
	Date:
Robert Weil
/s/ Patrick Talamantes	Date: 6/11/07
Patrick Talamantes
Being All of the Directors

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EX-3.1.45

Exhibit 3.1.45

CERTIFICATE OF INCORPORATION

OF

WINGATE PAPER COMPANY

1.        The name of the corporation is:

WINGATE PAPER COMPANY

2.        The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.        The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.        The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

5.        The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6.        The name and mailing address of the incorporator is:

L.M. Custis

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 30^th day of August, 1985.

/s/ L.M. Custis

L.M. Custis

EX-3.2.2

Exhibit 3.2.2

BYLAWS

OF

ABOARD PUBLISHING, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

Section 1.  Annual Meeting.  The annual meeting of the shareholders of the Corporation for the election of directors and the transaction of other business shall be held each year and on the date and at the time and place that the board of directors determines. If any annual meeting is not held, by oversight or otherwise, a special meeting shall be held as soon as practical, and any business transacted or election held at that meeting shall be as valid as if transacted or held at the annual meeting.

Section 2.  Special Meetings.  Special meetings of the shareholders for any purpose shall be held when called by the president or the board of directors, or when demanded in writing by the holders of not less than ten percent (unless a greater percentage not to exceed 50 percent is required by the articles of incorporation) of all the shares entitled to vote at the meeting. Such demand must be delivered to the Corporation’s secretary. A meeting demanded by shareholders shall be called for a date not less than ten nor more than 60 days after the request is made, unless the shareholders requesting the meeting designate a later date. The secretary shall issue the call for the meeting, unless the president, the board of directors, or shareholders requesting the meeting designate another person to do so. The shareholders at a special meeting may transact only business that is related to the purposes stated in the notice of the special meeting.

Section 3.  Place.  Meetings of shareholders may be held either within or without the State of Florida.

Section 4.  Notice.  A written notice of each meeting of shareholders, stating the place, day, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at the meeting, not less than ten nor more than sixty days before the date set for the meeting, either personally or by first-class mail, by or at the direction of the president, the secretary, or the officer or other persons calling the meeting. If mailed, the notice shall be considered delivered when it is deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the records of the Corporation.

Section 5.  Waivers of Notice.  Whenever any notice is required to be given to any shareholder of the Corporation under these bylaws, the articles of incorporation, or the Florida Business Corporation Act, a written waiver of notice, signed anytime by the person entitled to notice shall be equivalent to giving notice. Attendance by a shareholder entitled to vote at a meeting, in person or by proxy, shall constitute a waiver of (a) notice of the meeting, except when the shareholder attends a meeting solely for the purpose, expressed at the beginning of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened, and (b) an objection to consideration of a particular matter at the meeting that is not within the purpose of the meeting unless the shareholders object to considering the matter when it is presented.

Section 6.  Record Date.  For the purpose of determining the shareholders for any purpose, the board of directors may either require the stock transfer books to be closed for up to seventy days or fix a record date, which shall be not more than 70 days before the date on which the action requiring the determination is to be taken. However, a record date shall not precede the date upon which the resolution fixing the record date is adopted. If the transfer books are not closed and no record date is set by the board of directors, the record date shall be determined as follows: For determining shareholders entitled to demand a special meeting, the record date is the date the first such demand is delivered to the Corporation; For determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the dividend; If no prior action is required by the board of directors pursuant to the Florida Business Corporation Act, the record date for determining shareholders entitled to take action without a meeting is the date the first signed written consent is delivered to the Corporation; If prior action is required by the board of directors pursuant to the Florida Business Corporation Act, the record date for determining shareholders entitled to take action without a meeting is at the close of business on the day that the board of directors adopts a resolution taking such prior action; and for determining shareholders entitled to notice of and to vote at annual or special shareholders meeting the record date is as of the close of business on the day before the first notice is delivered to the shareholders. When a determination of the shareholders entitled to vote at any meeting has been made, that determination shall apply to any adjournment of the meeting, unless the board of directors fixes a new record date. The board of directors shall fix a new record date if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 7.  Shareholder’s List for Meeting.  A complete alphabetical list of the names of the shareholders entitled to receive notice of and to vote at the meeting shall be prepared by the secretary or other authorized agent having charge of the stock transfer book. The list shall be arranged by voting group and include each shareholder’s address, and the number, series, and class of shares held. The list must be made available at least 10 days before and throughout each meeting of shareholders, or such shorter time as exists between the record date and the meeting. The list must be made available at the Corporation’s principal office, registered agent’s office, transfer agent’s office or at a place identified in the meeting notice in the city where the meeting will be held. Any shareholder, or the shareholder’s; agent or attorney, upon written demand and at the shareholder’s own expense may inspect the list during regular business hours. The list shall be available at the meeting and any shareholder, or the shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or its adjournment.

If the requirements of this section have not been substantially complied with, the meeting, on the demand of any shareholder in person or by proxy, shall be adjourned until the requirements of this section are met. If no demand for adjournment is made, failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting.

Section 8.  Shareholder Quorum and Voting.  A majority of the shares entitled to vote, represented in person (whether by teleconference or telephone) or by proxy, constitutes a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of a majority of the shares

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entitled to vote on the matter is the act of the shareholders unless otherwise provided by law. A shareholder may vote either in person or by proxy executed in writing by the shareholder or shareholder’s duly authorized attorney-in-fact. After a quorum has been established at a shareholders’ meeting, a withdrawal of shareholders that reduces the number of shareholders entitled to vote at the meeting below the number required for a quorum does not affect the validity of an adjournment of the meeting or an action taken at the meeting prior to the shareholders’ withdrawal. Presence at a meeting for the purposes of determining a quorum and voting may be in person (which shall include presence by electronic means such as video conferencing, telephone or any other electronic media wherein all shareholders participating may simultaneously hear each other) or by proxy.

Authorized but unissued shares including those redeemed or otherwise reacquired by the corporation, and shares of stock of the Corporation owned by another corporation or other entity the majority of the voting stock of which is owned or controlled by the Corporation, directly or indirectly, at any meeting shall not be counted in determining the total number of outstanding shares at any time. The chairman of the board, the president, any vice president, the secretary, and the treasurer of a corporate shareholder are presumed to possess, in that order, authority to vote shares standing in the name of a corporate shareholder, absent a bylaw or other instrument of the corporate shareholder designating some other officer, agent, or proxy to vote the shares. Shares held by an administrator, executor, guardian, or conservator may be voted by that person without a transfer of the shares into his or her name. A trustee may vote shares standing in the trustee’s name, but no trustee may vote shares that are not transferred into the trustee’s name. If a receiver is authorized to do so by an appropriate order of the court by which he was appointed, the receiver may vote shares standing in his or her name or held by or under his control, without transferring the shares into his or her name. A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares unless the instrument creating the pledge provides otherwise.

ARTICLE II. DIRECTORS

Section 1.  Function.  The business of the Corporation shall be managed and its corporate powers exercised by the board of directors.

Section 2.  Number.  The Corporation shall have no less than one director. The number of directors may be increased or decreased from time to time by action of the board of directors or shareholders, but no decrease shall have the effect of shortening the term of any incumbent director, unless the shareholders remove the director.

Section 3.  Qualification.  Each member of the board of directors must be a natural person who is eighteen years of age or older. A director need not be a resident of Florida or a shareholder of the Corporation.

Section 4.  Election and Term.  The incorporator, by written consent, shall elect the members of the initial board of directors who shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office, or death. At the first annual meeting of shareholders and at each annual meeting

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thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he or she is elected and until his or her successor is elected and qualifies or until his or her earlier resignation, removal from office, or death.

Section 5.  Compensation.  The board of directors has authority to fix the compensation of the directors, as directors and as officers.

Section 6.  Duties of Directors.  A director shall perform his or her duties as a director, including his duties as a member of any committee of the board upon which he or she serves, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation.

Section 7.  Presumption of Assent.  A director of the Corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is presumed to have assented to the action unless he votes against it or expressly abstains from voting on the action taken, or, the director objects at the beginning of the meeting to the holding of the meeting or transacting specific business at the meeting.

Section 8.  Vacancies.  Unless filled by the shareholders, any vacancy occurring in the board of directors, including any vacancy created because of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even if the number of remaining directors does not constitute a quorum of the board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9.  Removal or Resignation of Directors.  At a meeting of shareholders called for that purpose, the shareholders, by a vote of the holders of a majority of the shares entitled to vote at an election of directors, may remove any director, or the entire board of directors, with or without cause, and fill any vacancy or vacancies created by the removal.

A director may resign at any time by delivering written notice to the board of directors or its chairman or the corporation. A resignation is effective when the notice is delivered unless the notice specifies later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provided that the successor does not take office until the effective date.

Section 10.  Quorum and Voting.  A majority of the board of directors constitutes a quorum for the transaction of business. The act of the majority of the directors at a meeting at which a quorum is present (whether by telephone or teleconference) is the act of the board of directors. Presence at a meeting for the purposes of determining a quorum and voting shall be in person (which shall include presence by electronic means such as video conferencing, telephone or any other electronic media wherein all directors participating may simultaneously hear each other).

Section 11.  Place of Meetings.  Regular and special meetings by the board of directors may be held within or without the State of Florida.

Section 12.  Regular Meetings.  A regular meeting of the board of directors shall be held without notice, other than this bylaw, immediately after and at the same place as the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than the resolution.

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Section 13.  Special Meetings.  Special meetings of the board of directors may be called by or at the request of the president or any directors.

Section 14.  Notice of Meetings.  Written notice of the time and place of special meetings of the board of directors shall be given to each director by either personal delivery or by first class United States mail, telegram, or cablegram at least two days before the meeting. Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of the meeting and all objections to the time and place of the meeting, or the manner in which it has been called or convened, except when the director states, at the beginning of the meeting, or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

ARTICLE III. OFFICERS

Section 1.   Officers.  The officers of the Corporation shall consist of a president and a secretary, and may include a treasurer, one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers. The officers shall be elected initially by the board of directors at the organizational meeting of board of directors and thereafter at the first meeting of the board following the annual meeting of the shareholders in each year. The board from time to time may elect or appoint other officers, assistant officers, and agents, who shall have the authority and perform the duties prescribed by the board. An elected or duly appointed officer may, in turn, appoint one or more officers or assistant officers, unless the board of directors disapproves or rejects the appointment. All officers shall hold office until their successors have been appointed and have qualified or until their earlier resignation, removal from office, or death. One person may simultaneously hold any two or more offices. The failure to elect a president, secretary, or treasurer shall not affect the existence of the Corporation.

Section 2.  President.  The president, subject to the directions of the board of directors, is responsible for the general and active management of the business and affairs of the Corporation, has the power to sign certificates of stock, bonds, deeds, and contracts for the Corporation, and shall preside at all meetings of the shareholders.

Section 3.  Vice Presidents.  Each vice president has the power to sign bonds, deeds, and contracts for the Corporation and shall have the other powers and perform the other duties prescribed by the board of directors or the president. Unless the board otherwise provides, if the president is

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absent or unable to act, the vice president who has served in that capacity for the longest time and who is present and able to act shall perform all the duties and may exercise any of the powers of the president. Any vice president may sign, with the secretary or assistant secretary, certificates for stock of the Corporation.

Section 4.  Secretary.  The secretary shall have the power to sign contracts and other instruments for the Corporation and shall (a) keep the minutes of the proceedings of the shareholders and the board of directors in one or more books provided for that purpose, (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, (c) maintain custody of the corporate records and the corporate seal, attest the signatures of officers who execute documents on behalf of the Corporation, authenticate records of the Corporation, and assure that the seal is affixed to all documents of which execution on behalf of the Corporation under its seal is duly authorized, (d) keep a register of the post office address of each shareholder that shall be furnished to the secretary by the shareholder, (e) sign with the president, or a vice president, certificates for shares of stock of the Corporation, the issuance of which have been authorized by resolution of the board of directors, (f) have general charge of the stock transfer books of the Corporation, and (g) in general perform all duties incident to the office of secretary and other duties as from time to time may be prescribed by the president or the board of directors.

Section 5.  Treasurer.  The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation, (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit monies in the name of the Corporation in the banks, trust companies, or other depositaries as shall be selected by the board of directors, and (c) in general perform all the duties incident to the office of treasurer and other duties as from time to time may be assigned to him by the president or the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in the sum and with the surety or sureties that the board of directors determines.

Section 6.  Removal of Officers.  An officer or agent elected or appointed by the board of directors or appointed by another officer may be removed by the board whenever in its judgment the removal of the officer or agent will serve the best interests of the Corporation. Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Removal shall be without prejudice to any contract rights of the person removed. The appointment of any person as an officer, agent, or employee of the Corporation does not create any contract rights. The board of directors may fill a vacancy, however occurring, in any office.

An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. An officer’s resignation does not affect the officer’s contract rights, if any, with the corporation.

Section 7.  Salaries.  The board of directors from time to time shall fix the compensation of the officers, and no officer shall be prevented from receiving his or her compensation merely because he is also a director of the Corporation.

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ARTICLE IV. INDEMNIFICATION

Any person, his or her heirs, or personal representative, made, or threatened to be made, a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, because he or she is or was a director, officer, employee, or agent of the Corporation or serves or served any other corporation or other enterprise in any capacity at the request of the Corporation, shall be indemnified by the Corporation, and the Corporation may advance his or her related expenses to the full extent permitted by Florida law. In discharging his or her duty, any director, officer, employee, or agent, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (i) more officers or employees of the Corporation whom the director, officer, employee, or agent reasonably believes to be reliable and competent in the matters presented, (ii) counsel, public accountants, or other persons as to matters that the director, officer, employee, or agent believes to be within that person’s professional or expert competence, or (iii) in the case of the director, a committee of the board of directors upon which the director does not serve, duly designated according to law, as to matters within its designated authority, if the director reasonably believes that the committee is competent. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person, his or her heirs, or personal representatives may be entitled. The Corporation may, upon the affirmative vote of a majority of its board of directors, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all directors, officers, or employees.

ARTICLE V. STOCK CERTIFICATES

Section 1.  Issuance.  Shares may but need not be represented by certificates. The board of directors may authorize the issuance of some or all of the shares of the Corporation of any or all of its classes or series without certificates. If certificates are to be issued, the share must first be fully paid.

Section 2.  Form.  Certificates evidencing shares in this Corporation shall be signed by the president or a vice president and the secretary, assistant secretary or any other officer authorized by the board of directors, and may be sealed with the seal of the Corporation or a facsimile of the seal. Unless the offer and sale of the Corporation’s shares are registered pursuant to every applicable securities law, each certificate shall bear an appropriate legend restricting the transfer of the shares evidenced by that certificate.

Section 3.  Lost, Stolen, or Destroyed Certificates.  The Corporation may issue a new certificate in the place of any certificate previously issued if the shareholder of record (a) makes proof in affidavit form that the certificate has been lost, destroyed, or wrongfully taken, (b) requests the issue of a new certificate before the Corporation has notice that the certificate has been acquired by the purchaser for value in good faith and without notice of any adverse claim, (c) if requested by the Corporation, gives bond in the form that the Corporation directs, to indemnify the Corporation, the transfer agent, and the registrar against any claim that may be made concerning the alleged loss, destruction, or theft of a certificate, and (d) satisfies any other reasonable requirements imposed by the Corporation.

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Section 4.  Restrictive Legend.  Every certificate evidencing shares that are restricted as to sale, disposition, or other transfer shall bear a legend summarizing the restriction or stating that the Corporation will furnish to any shareholder, upon request and without charge, a full statement of the restriction.

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and the word “seal” inscribed on it, and may be a facsimile, engraved, printed, or an impression seal.

ARTICLE VIII. SHAREHOLDERS’ AGREEMENT

In the event of any conflict between the provisions of these bylaws and any shareholders’ agreement entered into by the owners of all of the issued and outstanding shares of the Corporation’s capital stock or their predecessors in ownership, as among the shareholders, the provisions of such shareholders’ agreement shall take precedence. This article may only be amended or repealed by a vote of the shareholders.

ARTICLE IX. AMENDMENT

These bylaws may be repealed or amended, and additional bylaws may be adopted, by either a vote of a majority of the full board of directors or by vote of the holders of a majority of the issued and outstanding shares entitled to vote, but the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the directors. In order to be effective, any amendment approved hereby must be in writing and attached to these Bylaws.

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EX-3.2.3

Exhibit 3.2.3

CODE OF BY-LAWS

OF

ANCHORAGE DAILY NEWS, INC.

ARTICLE I

Identification

Section 1.        Name.  The name of the corporation is Anchorage Daily News, Inc., (hereinafter referred to as the “Corporation”).

Section 2.        Registered Office and Registered Agent.  The address of the registered office of the Corporation is 601 West Fifth Avenue, Suite 930, Anchorage, Alaska 99501, and the name of the registered agent at such address is Allen McGrath.

Section 3.        Fiscal Year.  The fiscal year of the Corporation shall begin on the 1st day of January and shall end on the 31st day of December.

ARTICLE II

Capital Stock

Section 1.        Amount.  The aggregate number of shares of capital stock is 500,000 shares with the par value of $1.00 per share.

Section 2.        Consideration for Shares.  The capital stock, including both authorized but previously unissued shares as well as treasury shares, may be issued for such consideration, not less than the par value thereof, as shall be fixed from time to time by the Board of Directors.

Section 3.        Payment for Shares.  The consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the Corporation. When payment of the consideration for which shares are to be issued has been received by the Corporation, such shares shall be deemed to be fully paid and non-assessable. Neither promissory notes nor future services shall constitute either payment or partial payment for shares of the Corporation. In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value of the consideration received for shares shall be conclusive. No certificate shall be issued for any share until such share is fully paid.

Section 4.        Certificates Representing Shares.  Each shareholder of the capital stock of the Corporation shall be entitled to a certificate signed by the President or Vice President and the Secretary or an Assistant Secretary of the Corporation, and sealed with the seal of the Corporation, certifying the number of shares owned by him in the Corporation.

Section 5.        Transfer of Stock.  The shares of the Corporation shall be transferable only on the books of the Corporation upon surrender of the certificate or certificates representing the same, properly endorsed by the registered holder or by his duly authorized attorney, such endorsement or endorsements to be witnessed by one witness.

ARTICLE III

Meetings of Shareholders

Section 1.        Place of Meetings.  Meetings of the shareholders of the Corporation shall be held at the registered office of the Corporation, or such other place as may he designated by action of the Board of Directors.

Section 2.        Annual Meetings.  The annual meeting of the shareholders shall be held within four months of the close of the fiscal year. Said annual meeting shall be called, upon proper notice, by the President or the Board of Directors. Failure to hold the annual meeting within four months of the close of the fiscal year shall not work a forfeiture or dissolution of the Corporation.

Section 3.        Special Meetings.  Special meetings of the shareholders may be called, upon proper notice, by the President, the Board of Directors or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

Section 4.        Notice of Meetings--Waiver.  Written or printed notice, stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, the Board of Directors, or the shareholders calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. Attendance by a shareholder, whether in person or by proxy, at a shareholders’ meeting shall not constitute a waiver of notice of such meeting of which he has not had notice.

Section 5.        Voting.  Every holder of the voting capital stock of the Corporation shall be entitled to one vote for each share of voting capital stock standing in his name on the books of the Corporation. At each election for directors, every holder of the voting capital stock of the Corporation shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors, multiplied by the number of his voting shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

Section 6.        Quorum.  A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. The shareholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

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Section 7.        Proxies. A shareholder may vote either in person or by proxy executed in writing by the shareholder, or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

ARTICLE IV

The Board of Directors

Section 1.        Number and Qualifications.  The business and affairs of the Corporation shall be managed by a Board of three directors, who need not be residents of the State of Alaska, or shareholders of the Corporation. The number of directors may be increased or decreased from time to time by amendment of the Code of By-Laws; but no decrease shall have the effect of shortening the term of any incumbent director and at no time shall the number of directors be reduced to less than three.

Section 2.        Election.  Members of the initial Board of Directors shall hold office until the first annual meeting of the shareholders, and until their successors shall have been elected and qualified. The initial Board of Directors shall be entitled to elect, pursuant to the procedure set forth in Section 3 of this Article IV, such additional initial Board members as may be necessary to comprise a full Board of Directors as defined hereunder. At the first annual meeting of shareholders there shall be elected directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he is elected and until his successor shall be elected and qualified.

Section 3.        Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 4.        Place of Meetings.  Meetings of the Board of Directors of the Corporation, regular or special, may be held either within or without the State of Alaska.

Section 5.        Annual Meetings.  The Board of Directors shall meet each year immediately after the annual meeting of the shareholders at the registered office of the Corporation, for the purpose of organization, election of officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for such annual meeting shall be necessary.

Section 6.        Other Meetings.  Other meetings of the Board of Directors may be held upon notice by letter, telegram, cable, or radiogram, delivered for transmission not later than during the third day immediately preceding the day for such meeting, or by word of mouth, telephone or radiophone received not later than during the third day immediately preceding the day for such meeting, upon the call of the President or Secretary of the Corporation, at any place within or without the State of Alaska. Notice of any other meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to such notice, whether before or after the time of such meeting, and shall be equivalent to the giving of such notice. Attendance of a director at such meeting shall constitute a waiver of notice thereof, except where a director attends a meeting for the

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express purpose of objecting to the transaction of any business, because such meeting is not lawfully convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice, or waiver of notice, of such meeting.

Section 7.        Quorum.  A majority of the number of directors fixed by the Code of By-Laws shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8.        Loans.  The Board of Directors shall have the power to lend money for any of the purposes set forth in Article III of the Articles of Incorporation; invest the funds of the Corporation from time to time and take and hold real and personal property as security for the payment of funds so loaned or invested; but is to make no loans secured by the shares of the Corporation.

ARTICLE V

The Officers

Section 1.        Officers.  The officers of the Corporation shall consist of a President, Vice President, Secretary, Treasurer, and such other officers and assistant officers and agents as may be deemed necessary by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. Officers may, but need not be directors of the Corporation.

Section 2.        Vacancies.  Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the Corporation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office until his successor is chosen and qualified.

Section 3.        The President.  The President shall preside at all meetings of shareholders and directors, discharge all the duties which devolve upon a presiding office, and perform such other duties as this Code of By-Laws provides or the Board of Directors may prescribe. He shall have full authority to execute proxies on behalf of the Corporation, to vote stock owned by it in any other corporation, and to execute, with the Secretary, powers of attorney appointing other corporations, partnerships, or individuals the agent of the Corporation, all subject to the provisions of the Alaska Business Corporation Act, the Articles of Incorporation, and this Code of By-Laws.

Section 4.        The Vice President.  The Vice President shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as this Code of By-Laws may require or the Board of Directors may prescribe.

Section 5.        The Secretary.  The Secretary shall attend all meetings of shareholders and of the Board of Directors, and shall keep, or cause to be kept, in a book provided for that purpose, a true and complete record of the proceedings of such meetings, and shall perform a like duty for all standing committees appointed by the Board of Directors, when required. He shall attend to the giving and serving of all notices, and shall perform such other duties as this Code of By-Laws may require or the Board of Directors may prescribe.

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Section 6.        The Treasurer.  The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. He shall be the legal custodian of all monies, notes, securities and other valuables which may from time to time come into the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable bank or other depository to be designated by the Board of Directors, and shall keep such bank account in the name of the Corporation. He shall furnish at meetings of the Board of Directors, or whenever requested, by the Board of Directors, a statement of the financial condition of the Corporation, and shall perform such other duties as this Code of By-Laws may require or the Board of Directors may prescribe. The Treasurer may be required to furnish bond in such amount as shall be determined by the Board of Directors.

Section 7.        Delegation of Authority.  In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any director or employee of the Corporation, for a limited period of time, provided a majority of the entire Board concurs therein.

ARTICLE VI

Special Corporate Acts, Negotiable

Instruments, Deeds, Contracts and Shareholders’ Meetings

All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation; all deeds, mortgages and other written contracts and agreements to which the Corporation shall be a party; and all assignments or endorsements of stock certificates, registered bonds, or other securities owned by the Corporation, shall, unless otherwise directed by the Board of Directors, or unless otherwise required by law, be signed by any two of the following officers who are different persons: President, Vice President, Secretary or Treasurer. The Board of Directors may, however, authorize any one of such officers to sign any of such instruments for and on behalf of the Corporation, without necessity of countersignature; and may designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, sign such instruments. Any shares of stock issued by any other corporation and owned or controlled by the Corporation may be voted at any shareholders’ meeting of such other corporation by the President of the Corporation, or in his absence by the Vice President of the Corporation; and in the event both the President and Vice President shall be absent, then by such person as the President and Secretary of the Corporation shall, by duly executed proxy, designate to represent the Corporation at such shareholders’ meeting.

ARTICLE VII

Amendments

The power to alter, amend or repeal this Code of By-Laws or to adopt a new Code of By-Laws is vested in the Board of Directors, but the affirmative vote of the number of Directors which is equal to a majority of the number who would constitute a full Board of Directors at the time of such action shall be necessary to effect any such action.

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EXECUTED this            day of                                                  , 1979.

/s/ Allen McGrath

Allen McGrath

/s/ Russell Pritchett

Russell Pritchett

/s/ Stella L. Pitts

Stella L. Pitts

STATE OF ALASKA	)
	) ss.
THIRD DISTRICT	)

I, the undersigned, a Notary Public duly commissioned and sworn as such, certify that Allen McGrath, Russell Pritchett, Stella L. Pitts being all of the directors of Anchorage Daily News, Inc., personally appeared before me and sworn to the truth of the facts stated herein.

WITNESS MY HAND AND OFFICIAL SEAL this 22^nd day of February, 1979.

/s/ Rebecca L. Oien

Notary Public in and for Alaska

My Commission Expires: 10/14/80

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EX-3.2.4

Exhibit 3.2.4

Limited Liability Company Agreement

of

Bellingham Herald Publishing, LLC

This Limited Liability Company Agreement of Bellingham Herald Publishing, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of the 23rd day of August, 2005, by Tallahassee Democrat, Inc. (the sole Member of the Company).

RECITALS

The Member desires to form the Company to engage in any lawful act or activity for which limited liability companies may be organized under the Delaware Limited Liability Company Act (the “Act”).

Therefore, the Member hereby forms a limited liability company under the Act on the following terms and conditions:

Section 1.        FORMATION

 1.1        Formation of Company.  The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation pursuant to the Act with the Delaware Secretary of State. A copy of the Certificate is attached to this Agreement as Exhibit A.

 1.2        Name.  The name of the Company is “Bellingham Herald Publishing, LLC” and all Company business shall be conducted under that name or such other names that comply with applicable law as the Member may select from time to time.

 1.3        Purpose and Scope.  Subject to the provisions of this Agreement and the Certificate, the purposes of the Company are to do all acts or things that may be necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes of the Company.

 1.4        Term.  The Company shall commence on the date the Certificate is filed and shall continue until dissolved pursuant to the terms of this Agreement or the Act.

 1.5        Office; Agent.  The registered office of the Company required by the Act to be maintained in the State of Delaware shall be located at 1209 Orange Street, City of Wilmington, County of New Castle, or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The name and address of the registered agent of the Company shall be The Corporation Trust Company at 1209 Orange Street, City of Wilmington, County of New Castle. The Company may have such other offices as the Member may designate from time to time.

 1.6        Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

 Act.  The Delaware Limited Liability Company Act, as amended from time to time.

 Agreement.  This Limited Liability Company Agreement, as originally executed and as amended, modified, supplemented or restated from time to time in accordance with its terms.

 Certificate.  The Certificate of Formation of the Company, as originally filed and as amended or restated from time to time in accordance with this Agreement and the Act.

 Company.  Bellingham Herald Publishing, LLC, a Delaware limited liability company.

 Member.  Tallahassee Democrat, Inc.

 Person.  An individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

Section 2.        CAPITALIZATION OF THE COMPANY

 2.1        Initial Contributions.  Promptly following the formation of the Company, the Member shall contribute $100 in cash to the Company.

 2.2        Additional Contributions.  The Member may, but shall have no obligation to, contribute additional capital to the Company, whether in cash or other property. If the Company does not have sufficient cash to pay its obligations, the Member may, but shall not be obligated to, advance all or part of the needed funds to or on behalf of the Company. An advance described in this Section may constitute a loan from the Member to the Company and may bear interest at a rate determined by the Member.

Section 3.        DISTRIBUTIONS AND ALLOCATIONS

 3.1        Distributions.  The Company may distribute cash or other property to the Member in such amounts and at such times as the Member may determine in its discretion; provided, however, no distribution shall be made by the Company if such distribution is prohibited by Section 18-607 of the Act. If the Member receives a distribution from the Company which is determined to have been prohibited by Section 18-607 of the Act, the Member shall, within thirty (30) days following notice, return such distribution to the Company.

 3.2        Allocations.  All items of income, gain, loss, deduction and credit of the Company shall be allocated to the Member.

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Section 4.        MANAGEMENT

 4.1        Management by Member.  The business and affairs of the Company shall be managed by the Member. The Member shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company.

 4.2        Officers.  The Member may, from time to time, appoint one or more individuals to be officers of the Company. Any officers so appointed shall have such authority and perform such duties as the Member may, from time to time, delegate to them. Unless the Member decides otherwise, if the title of an officer is one commonly used for an officer of a business corporation formed under the Delaware General Corporation Law, the use of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office. Any number of offices may be held by the same individual.

Section 5.        INTERESTS OF MEMBERS

 5.1        Limited Liability.  Subject to the provisions of Section 18-502 of the Act, the Member shall have no personal liability for the expenses, liabilities or obligations of the Company. Subject to the provisions of Section 18-607 of the Act, the Member shall not be required to return any distribution made to it.

 5.2        Dissolved Member.  If the Member is dissolved or terminated, the powers of the Member may be exercised by its legal representative or successor. Upon the dissolution of the Member, the Company shall not dissolve but shall continue in existence.

Section 6.        MEETINGS OF MEMBERS

 6.1        Meetings Not Required.  The Company shall not be required to hold Member meetings.

Section 7.        ACCOUNTING MATTERS

 7.1        Maintenance of Records.  The Company shall keep books and records of accounts. The books and records shall be maintained on a basis determined by the Member.

 7.2        Tax Matters.  For federal income tax purposes, the Company shall be disregarded as an entity separate from the Member pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii). Subject to the preceding sentence, the Member shall cause to be prepared and filed all necessary tax returns for the Company.

Section 8.        DISSOLUTION AND LIQUIDATION

 8.1        Events of Dissolution.  Except as otherwise provided in this Agreement, the Company shall be dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(a)        Upon the election of the Member to dissolve the Company.

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(b)        Upon the sale or other disposition of all or substantially all of the assets and properties of the Company and distribution to the Member of the proceeds of the sale or other disposition.

 8.2        Effect of Dissolution.  Upon any dissolution of the Company under this Agreement or the Act, except as otherwise provided in this Agreement, the continuing operation of the Company’s business shall be confined to those activities reasonably necessary to wind up the Company’s affairs, discharge its obligations, and liquidate its assets and properties in a businesslike manner.

 8.3        Liquidation and Termination.

(a)        If the Company is dissolved, then an accounting of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs shall be made, and the affairs of the Company shall thereafter be promptly wound up and terminated. The Member will liquidate the assets of the Company as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following order:

(1)        To the payment and discharge of all of the Company’s debts and liabilities to creditors (including the Member) in the order of priority as provided by law, other than liabilities for distributions to the Member; and

(2)        The balance, if any, to the Member.

(b)        After all of the assets of the Company have been distributed, the Company shall terminate.

(c)        Notwithstanding anything to the contrary in this Agreement, upon liquidation of the Company, if the Member has a deficit or negative balance in the Member’s capital account (after giving effect to all contributions, distributions, allocations, and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any capital contribution to the Company, and the negative balance of the Member’s capital account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever.

 8.4        Certificate of Cancellation.  Upon the completion of the winding up of the affairs of the Company, the Member shall prepare, execute and deliver to the Delaware Secretary of State a certificate of cancellation in accordance with Section 18-203 of the Act.

Section 9.        GENERAL PROVISIONS

 9.1        Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, interpreted and enforced in accordance with the laws of the State of Delaware.

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 9.2        Binding Effect.  This Agreement will be binding upon and inure to the benefit of the Member, and its distributees, successors and assigns.

 9.3        Headings.  All headings are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

 9.4        Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under the present or future laws effective during the term of this Agreement, the provision will be fully severable; this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of the illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

 9.5        No Third Party Beneficiary.  This Agreement is made solely and specifically for the benefit of the Member, and its successors and assigns, and no other Person will have any rights, interest or claims or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

 9.6        Amendments.  Any amendment to this Agreement shall be in writing, dated and signed by the Member. If any conflict arises between the provisions of the amendment, or amendments, and the terms hereof, the most recent provisions shall govern and control.

 9.7        Exhibits.  The following Exhibits attached to this Agreement shall be deemed to be a part of this Agreement and are fully incorporated herein by this reference:

Exhibit A          Certificate of Formation

The Member has executed this Agreement as of the date set forth above.

Tallahassee Democrat, Inc., a Florida corporation
By	/s/ [signature illegible]
Its	Vice President and Treasurer

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EX-3.2.5

Exhibit 3.2.5

AMENDED AND RESTATED

BYLAWS

OF

BELTON PUBLISHING COMPANY, INC.

ARTICLE I

OFFICES

The principal office of the Corporation is to be located at 419 Main Street, Belton, Missouri 64012. The Corporation may also have offices and branch offices at such other places within and without the State of Missouri as the board of directors of the Corporation may from time to time designate and the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

2.1       Place of Meeting.  Any annual or special meeting of the shareholders of the Corporation is to be held at such place within or without the State of Missouri as may be designated by the board of directors or executive committee of the Corporation or in a waiver of notice executed by all shareholders of the Corporation entitled to vote at such meeting. If there is a failure to designate a place for such meetings, the same is to be held at the principal place of business of the Corporation.

2.2       Meetings.  The annual meeting of the Corporation’s shareholders is to be held each year on the first Tuesday of the third month following the close of each fiscal year of the Corporation at the hour of 10:00 A.M., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. Special meetings of the shareholders may be called at any time by the Corporation’s president or any member of the board of directors, or by the holders of not less than one-fifth of all the outstanding shares of the Corporation entitled to vote at such meeting.

2.3       Quorum of Outstanding Shares.  A majority of the outstanding shares of the Corporation entitled to vote at any meeting of the Corporation’s shareholders represented in person or by proxy at such meeting constitutes a quorum of shareholders of the Corporation. In no event may a quorum consist of less than a majority of the outstanding shares of the Corporation entitled to vote. Less than such quorum has the right successively to adjourn the meeting to a specified date not longer than 90 days after such adjournment, and no notice need be given of such adjournment to shareholders of the Corporation not present at the meeting. Every decision of a majority of such quorum is valid as a corporate act of the Corporation.

2.4       Notice of Shareholders’ Meetings.  Written or printed notice of each meeting of shareholders stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered or given not less than 10 nor

more than 50 days before the date of the meeting, either personally or by mail. Notice of an annual meeting of the Corporation’s shareholders is to be given by the secretary of the Corporation. Notice of a special meeting of the Corporation’s shareholders is to be given by the secretary of the Corporation or the person calling the meeting. Any notice of a shareholders’ meeting sent by mail is deemed delivered when deposited in the United States mail, with postage thereon prepaid, addressed to each shareholder at his address as it appears on the records of the Corporation. Attendance of a shareholder at any meeting constitutes a waiver of notice of such meeting except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

2.5       Waiver of Notice.  Any notice required by these Bylaws may be waived by the persons entitled thereto by signing a waiver of notice before or after the time of such meeting and such waiver is equivalent to the giving of such notice.

2.6       Closing of Transfer Books or Fixing of Record Date.  The board of directors of the Corporation has the power to close the transfer books of the Corporation for a period not exceeding 70 days preceding the date of any meeting of shareholders or the date of payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares goes into effect. However, in lieu of closing the stock transfer books, the board of directors may fix in advance a date, not exceeding 70 days preceding the dates of the aforenamed occurrences, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares. In such case, such shareholders, and only such shareholders as are shareholders of the Corporation of record on the date of closing the transfer books or on the record date so fixed, are entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after such date of closing of the transfer books or such record date so fixed. If the board of directors does not close the transfer books or set a record date for the determination of the shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business on the 20th day preceding the date of the meeting are entitled to notice of, and to vote at, the meeting and any adjournment of the meeting. However, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the Corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened are entitled to vote at the meeting and any adjournment of the meeting.

2.7       List of Voters.  A complete list of all shareholders entitled to vote at any annual and special meeting of the Corporation’s shareholders is to be compiled at least ten days before such meeting by the officer or agent having charge of the transfer books for shares of stock of the Corporation. Such list is to be compiled in alphabetical order with the address and the number of shares held by each shareholder. The list must be kept on file in the registered office of the Corporation for a period of at least ten days prior to such meeting and must be open to inspection by any stockholder for such period during usual business hours. Such list must also be present and kept open at the time and place of such meeting and is subject to the inspection of any shareholder during

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such meeting. The original share ledger or transfer book, or a duplicate thereof kept in Missouri, is prima facie evidence as to who are the shareholders of the Corporation entitled to examine such list or share ledger or transfer book, or to vote at any meeting of shareholders. Failure to comply with the requirements of this section does not affect the validity of any action taken at such meeting.

2.8       Proxies.  A shareholder may, at any annual or special meeting, vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact. Such proxy must be filed with the secretary of the Corporation before or at the time of the meeting. No proxy is valid after 11 months from the date of execution unless otherwise provided in the proxy.

2.9       Voting of Shares.  Each outstanding share of stock having voting rights, except as provided in Section 2.11, is entitled to one vote upon each matter submitted to a vote at any meeting of the shareholders of the Corporation.

2.10     Voting of Shares of Certain Holders.

 (a)        Shares of stock in the name of another corporation, foreign or domestic, are to be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the board of directors of such corporation may determine.

 (b)        Shares of stock in the name of a deceased person are to be voted by his executor or administrator in person or by proxy.

 (c)        Shares of stock in the name of a guardian, curator or trustee are to be voted by such fiduciary either in person or by proxy provided the books of the Corporation show the stock to be in the name of such fiduciary in such capacity.

 (d)        Shares of stock in the name of a receiver are to be voted by such receiver, and shares held by, or in the control of, a receiver are to be voted by such receiver without the transfer thereof into his name, if such voting authority is contained in an appropriate order of the court by which such receiver was appointed.

 (e)        Shares of stock which have been pledged are to be voted by the pledgor until the shares of stock have been transferred into the name of the pledgee, and thereafter, the pledgee is entitled to vote the shares so transferred.

2.11     Cumulative Voting.  In all elections for directors of the Corporation, each shareholder of the Corporation has as many votes as equal the number of voting shares held by such shareholder in the Corporation, multiplied by the number of directors to be elected. Each shareholder may cast all his votes, either in person or by proxy, for one candidate or distribute them among two or more candidates.

2.12     Informal Action by Shareholders.  Any action required by The General and Business Corporation Law of Missouri to be taken at a meeting of the shareholders of the Corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if all of the shareholders entitled to vote with respect to the subject matter thereof sign written consents that set forth the action so taken. Such consents have the same force and effect as a unanimous vote of

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the shareholders at a meeting duly held, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Missouri or any other state in the United States of America. The Corporation’s secretary is to file such consents with the minutes of the meetings of the shareholders of the Corporation.

2.13     Rules of Meetings.  The chairman of the board of directors of the Corporation is to preside at all meetings of the shareholders, or, in his absence, the president of the Corporation is to preside. If neither the chairman of the board nor the president are available, the party who called the meeting is to preside. To the extent not inconsistent with these Bylaws, the Robert’s Rules of Order govern all meetings of the Corporation’s shareholders.

2.14     Tele-Participation in Meetings.  Shareholders may participate in a meeting of the shareholders of the Corporation by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

ARTICLE III

BOARD OF DIRECTORS

3.1       General Powers.  The business, property and affairs of the Corporation is to be controlled and managed by its board of directors.

3.2       Number, Election, Duration and Vacancies.  The initial number of directors of the Corporation is designated in the Articles of Incorporation. Thereafter, the number of directors may be changed by the Corporation’s shareholders in a special or annual meeting. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders entitled to vote are to elect directors to hold office until the next annual meeting, except as herein provided. Each director is to hold office for the term for which he is elected or until his successor has been elected and qualified. In case of the death or resignation or disqualification of one or more of the directors, a majority of the remaining directors are to fill such vacancy or vacancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vacancy is to serve as such until the next annual meeting of the shareholders, except as herein provided.

3.3       Quorum.  A majority of the board of directors of the Corporation constitutes a quorum for the transaction of business at a meeting of the board of directors, and the act of the majority of such quorum present at any such meeting is the act of the board of directors.

3.4       Meetings.  The annual meeting of the board of directors is to be held at the same place as the annual meeting of the shareholders of the Corporation and immediately following such meeting. In the event of adjournment of such annual meeting of the board of directors because a quorum is not present or otherwise, such meeting may be held, without further notice, at any place within or without the State of Missouri as may be designated by the directors adjourning such meeting, provided a quorum is then present at such next meeting, but in no event may such meeting be conducted later than 30 days after the annual meeting of shareholders. All other meetings of the

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board of directors are to be held at the principal place of business of the Corporation or at such other place within or without the State of Missouri as may be designated by the board of directors or by the executive committee in absence of such designation by the board of directors. Regular meetings of the board of directors may be held without notice at such time and place as may be determined by the board of directors. Special meetings of the board of directors may be held at any time upon the call of the president, vice president or other officer of the Corporation or the call of any director.

3.5       Notice.  Notice of any special meeting of the board of directors must be given at least two days prior thereto in writing delivered personally or mailed to each director. Notice given by mail is deemed to be delivered one day after deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Notice to a director may be waived by executing a written waiver thereof or by attendance at any meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Notice or waiver of notice of any regular or special meeting of the board of directors may but need not state the business to be transacted nor the purpose thereof, except as otherwise required by these Bylaws.

3.6       Compensation.  Directors, as such, are not to receive a stated salary for their services, but, by resolution of the board of directors, may be allowed a fixed sum and expenses of attendance, if any, for attendance at any meeting of the board of directors. Nothing contained herein precludes a director from serving the Corporation in any other capacity and receiving compensation therefor.

3.7       Presumption of Assent.  A director of the Corporation is presumed to have assented to the action taken on any corporate matter at a board of directors meeting at which he is present, unless his dissent is entered in the minutes of the meeting or unless he forwards such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. A director who voted in favor of such action may not so dissent.

3.8       Action by Unanimous Consent of Directors.  In accordance with Section 351.340 of The General and Business Corporation Law of Missouri, if all the directors severally or collectively consent in writing to any action taken or to be taken by the directors, such consents have the same force and effect as a unanimous vote of the directors at a meeting duly held, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Missouri or any other state in the United States of America. The secretary of the Corporation is to file such consents with the minutes of the meetings of the board of directors. Formal meetings of the directors need not be held where the action of all the directors are consented to in writing.

3.9       Resignation or Disqualification.

 (a)        A director may resign at any time for any reason. Any such resignation must be in writing and must be delivered to the chairman of the board, the president or the secretary of the Corporation. A resignation is effective upon such delivery.

 (b)        A director may be removed with or without cause only by a vote of the shareholders of the Corporation. Such director, if he is to be removed for cause, must be made fully aware of the allegations lodged against him and given an opportunity to defend his actions if he so

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chooses. The removal procedure is to be conducted at a special meeting of the shareholders called for such purpose. The director may be removed only upon the vote of a majority of the shareholders present (either in person or by proxy) at such meeting, provided there is a quorum; provided, however, that no director may be removed if the votes cast against his removal would be sufficient to elect him pursuant to Section 2.11.

3.10     Rules of Meetings.  The chairman of the board of directors is to preside at all meetings of the board of directors, or, in his absence, the president of the corporation is to preside. If neither the chairman of the board nor the president is available or able to preside, the party who called the meeting is to preside. To the extent not inconsistent with these Bylaws, the Robert’s Rules of Order govern all meetings of the Corporation’s board of directors. Except as permitted by Section 351.327 of The General and Business Corporation Law of Missouri, no director’s vote is to be counted in determining a majority of votes if such director is not “disinterested.”

3.11     Tele-Participation in Meetings.  Directors may participate in a meeting of the board of directors by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

ARTICLE IV

COMMITTEES

4.1       Executive Committee.  An executive committee of two or more directors may be created by a majority vote of the entire board of directors to serve at the pleasure of the board, and one of such directors is to be designated to act as chairman thereof. The board of directors is to fill the vacancies on the committee. Between meetings of the board of directors, the executive committee, if it is created, possesses and may exercise any and all powers of the board of directors in the management of the business and affairs of the Corporation to the extent authorized by resolution adopted by a majority vote of the entire board of directors. The executive committee is to keep a complete record of its activities and regularly report them to the board of directors at every meeting thereof. All actions taken by the executive committee are subject to revision, alteration or change by the board of directors, provided that rights of third persons may not be affected thereby.

4.2       Meetings of the Executive Committee.  A majority of the executive committee constitutes a quorum for the transaction of business. The executive committee may determine the time and place for its meetings, the notice necessary therefor and its rules of procedure.

4.3       Other Committees.  The board of directors, by resolution, may provide for such other committees as it deems necessary or desirable to serve at its pleasure and to have such powers and perform such functions as may be assigned to them.

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ARTICLE V

OFFICERS

5.1       Executive Officers.  Executive officers of the Corporation are the president and a secretary, and, if so elected by the board of directors, a chairman, one or more vice presidents, a treasurer, assistant secretaries and assistant treasurers. The president is to be selected from the board of directors.

5.2       Election and Term.  The president and secretary are to be elected at the first meeting of the board of directors following the annual meeting of the shareholders, and hold office at the pleasure of the board of directors until their successors are elected or until they are removed as provided herein. A vice president, chairman, assistant secretaries, treasurer and assistant treasurers may be elected by the board of directors at any meeting thereof to hold office at the pleasure of the board of directors. If more than one vice president should be elected, the board of directors at the time of the election is to determine the seniority of each of the vice presidents.

5.3       Removal.  An officer of the Corporation elected by the board of directors may be removed with or without cause at any time only by a vote of the board of directors. The officer may be removed only upon the vote of a majority of the directors present at such meeting, provided there is a quorum. However, if the officer to be removed is a director, he may not vote on his removal. Such removal is without prejudice to the contract rights, if any, of such officer.

5.4       Vacancies.  A vacancy in any office caused by the death, resignation or removal of the officer or otherwise may but need not be filled by the board of directors for the unexpired term.

5.5       Compensation.  The board of directors is to determine the compensation to be received by the officers of the Corporation and agents appointed by the board of directors.

5.6       Bond.  The board of directors, by resolution, may require the officers and agents of the Corporation, or any of them, to give bond to the Corporation, in sufficient amount and with sufficient surety, to secure the faithful performance of their duties and to comply with such other conditions as the board of directors may from time to time require.

5.7       Resignation.  An officer of the Corporation may resign at any time for any reason. Any such resignation must be in writing and be delivered to the chairman of the board, the president or the secretary of the Corporation. A resignation is effective upon such delivery.

ARTICLE VI

DUTIES OF OFFICERS

6.1       Chairman.  The chairman of the board of directors, if one is elected, is to preside at all meetings of the board of directors and has and is to perform such other duties as from time to time may be assigned to him by the board of directors.

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6.2       The President.  The president is to supervise and control the business, property and affairs of the Corporation, subject to the authority hereinabove given to the board of directors, and is to preside at all meetings of the shareholders and of the board of directors in the absence of the chairman of the board. The president is to perform all duties incident to his office, including executing all certificates for shares of stock of the Corporation, deeds, mortgages, bonds, contracts or other instruments, except where the execution thereof is expressly delegated by the board of directors or the Bylaws to another officer or agent of the Corporation, or is required by law to be otherwise executed.

6.3       Vice Presidents.  The vice presidents, if elected, are to perform the duties and exercise the powers delegated to them by the board of directors or the president of the Corporation. In the absence of the president, the vice presidents in order of their seniority are to perform the duties and exercise the powers of the president.

6.4       The Secretary.  The secretary is to attend all meetings of the shareholders, board of directors, and executive committee, and is to record votes and keep minutes of such meetings in one or more books provided for that purpose. In addition, in the absence of the president, the secretary is to perform the duties and exercise the powers of the president if no vice president is elected. He is to give all notices in the manner required by these Bylaws or by law. He is the custodian of the corporate records and corporate seal and, when authorized by the board of directors, executive committee, president or vice president, is to affix the seal to any document or instrument of the Corporation requiring the Corporation’s seal. He has general charge of the stock transfer books of the Corporation and is to keep a list of the post office addresses of each shareholder. He is, in general, to perform all duties incident to the office of secretary and perform such other duties as may be required by the board of directors, executive committee or the president, under whose supervision he is. If the secretary is absent from any meeting, the board of directors or executive committee may select any of their number, or any assistant secretary, to act as temporary secretary.

6.5       Treasurer.  The treasurer, if elected, and if no treasurer is elected, then the secretary, has control and custody of the funds and securities of the Corporation. He is to keep and maintain in books and records of the Corporation accurate accounts of receipts and disbursements, and he is to deposit all monies and valuable effects of the Corporation in the name of the Corporation in such depositories as the board of directors or executive committee or president may designate. He is to make disbursements of the funds and securities of the Corporation upon order of the board of directors or executive committee and obtain proper vouchers therefor. He is to report to the board of directors and executive committee, at all meetings thereof, concerning the financial condition of the Corporation and the performance of his duties as treasurer. In general, he is to perform all duties incident to the office of treasurer. He is, upon request of the board of directors or executive committee, to furnish a bond for the faithful performance of his duties in such amount and with such surety as either of them may require.

6.6       Assistant Officers.  Any assistant secretaries or assistant treasurers elected by the board of directors have such authority and are to perform such duties as the board of directors may, from time to time, prescribe.

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6.7       Subordinate Officers.  The board of directors may elect such subordinate officers as it deems necessary or desirable to serve for such period and have such authority and perform such duties as the board of directors may authorize.

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1       Certificates for Shares.  The board of directors is to prescribe the form of the certificate of stock of the Corporation. The certificate is to be signed by the president or vice president and by the secretary, treasurer or assistant secretary or assistant treasurer, is to be sealed with the seal of the Corporation and is to be numbered consecutively. The name of the owner of the certificate, the number of shares of stock represented thereby, and the date of issue are to be recorded on the books of the Corporation. Certificates of stock surrendered to the Corporation for transfer are to be canceled, and new certificates of stock representing the transferred shares issued. New stock certificates may be issued to replace lost, destroyed or mutilated certificates upon such terms and with such security to the Corporation as the board of directors may require.

7.2       Transfer of Shares.  Shares of stock of the Corporation may be transferred on the books of the Corporation by the delivery of the certificates representing such shares to the Corporation for cancellation, and with an assignment in writing on the back of the certificate executed by the person named in the certificates as the owner thereof, or by a written power of attorney executed for such purpose by such person. The person registered on the books of the Corporation as the owner of shares of stock of the Corporation is deemed the owner thereof and is entitled to all rights of ownership with respect to such shares.

7.3       Transfer Books.  Transfer books are to be maintained under the direction of the secretary, showing the ownership and transfer of all certificates of stock issued by the Corporation.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation is to be established from time to time by resolution of the board of directors of the Corporation.

ARTICLE IX

SEAL

The seal of the Corporation is to be in the form of a circle, and is to have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “Missouri”. The form of the seal of the Corporation may be changed from time to time by resolution of the board of directors.

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ARTICLE X

CONTRACTS, LOANS, CHECKS AND DEPOSITS

10.1     Contracts.  The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation as the board determines, and such authority may be general or confined to specific instances.

10.2     Loans.  No loans may be contracted on behalf of the Corporation and no evidences of indebtedness may be issued in the Corporation’s name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

10.3     Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation are to be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time may be determined by resolution of the board of directors.

10.4     Deposits.  All funds of the Corporation not otherwise employed are to be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE XI

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to these Bylaws, the articles of incorporation of the Corporation, or the corporate laws of the State of Missouri, a written waiver thereof signed by the person or persons entitled thereto, whether before or after the time stated therein, satisfies such requirement of notice.

ARTICLE XII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

AGAINST LIABILITIES AND EXPENSES IN ACTION

12.1     Indemnification with Respect to Third Party Actions.  The Corporation is to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of this Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect

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to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

12.2     Indemnification with Respect to Actions by or in the Right of the Corporation.  The Corporation is to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines, taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indemnification is to be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper. Any indemnification under this Section 12.2 (unless ordered by a court) is to be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, partner, trustee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this Section 12.2. Such determination is to be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

12.3     Payment of Expenses in Advance of Disposition of Action.  Expenses incurred in defending any actual or threatened civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee, partner, trustee or agent to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article.

12.4     Indemnification Provided in This Article Non-Exclusive.  The indemnification provided by this Article is not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity while holding such office, and continues as to a person who has ceased to be a director, officer, employee, partner, trustee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

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12.5     Definition of “Corporation”.  For the purposes of this Article, references to the “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee, partner, trustee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise stands in the same position under the provisions of this Article with respect to the resulting or surviving corporation in the same capacity.

12.6     Saving Clause.  In the event any provision of this Article is held invalid by any court of competent jurisdiction, such holding does not invalidate any other provision of this Article, and any other provisions of this Article is to be construed as if such invalid provision had not been contained in this Article.

ARTICLE XIII

AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws may be adopted by a vote of the majority of shares represented in person or by proxy and entitled to vote at any annual meeting of shareholders without notice or at any special meeting of shareholders with notice setting forth the terms of the proposed Bylaws, amendment, or repeal. The board of directors also has the power to make, alter, amend or repeal these Bylaws to the extent that such power may be vested in the board of directors by the articles of incorporation of the Corporation.

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EX-3.2.6

Exhibit 3.2.6

BYLAWS

OF

HERALD CUSTOM PUBLISHING, INC.

ARTICLE I.  MEETINGS OF SHAREHOLDERS

 Section 1.  Annual Meeting.  The annual meeting of the shareholders of the Corporation for the election of directors and the transaction of other business shall be held each year and on the date and at the time and place that the board of directors determines. If any annual meeting is not held, by oversight or otherwise, a special meeting shall be held as soon as practical, and any business transacted or election held at that meeting shall be as valid as if transacted or held at the annual meeting.

 Section 2.  Special Meetings.  Special meetings of the shareholders for any purpose shall be held when called by the president or the board of directors, or when demanded in writing by the holders of not less than ten percent (unless a greater percentage not to exceed 50 percent is required by the articles of incorporation) of all the shares entitled to vote at the meeting, Such demand must be delivered to the Corporation’s secretary. A meeting demanded by shareholders shall be called for a date not less than ten nor more than 60 days after the request is made, unless the shareholders requesting the meeting designate a later date. The secretary shall issue the call for the meeting, unless the president, the board of directors, or shareholders requesting the meeting designate another person to do so. The shareholders at a special meeting may transact only business that is related to the purposes stated in the notice of the special meeting.

 Section 3.  Place.  Meetings of shareholders may be held either within or without the State of Florida.

 Section 4.  Notice.  A written notice of each meeting of shareholders, stating the place, day, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at the meeting, not less than ten nor more than sixty days before the date set for the meeting, either personally or by first-class mail, by or at the direction of the president, the secretary, or the officer or other persons calling the meeting. If mailed, the notice shall be considered delivered when it is deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the records of the Corporation.

 Section 5.  Waivers of Notice.  Whenever any notice is required to be given to any shareholder of the Corporation under these bylaws, the articles of incorporation, or the Florida Business Corporation Act, a written waiver of notice, signed anytime by the person entitled to notice shall be equivalent to giving notice. Attendance by a shareholder entitled to vote at a meeting, in person or by proxy, shall constitute a waiver of (a) notice of the meeting, except when the shareholder attends a meeting solely for the purpose, expressed at the beginning of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened, and (b) an objection to consideration of a particular matter at the meeting that is not within the purpose of the meeting unless the shareholders object to considering the matter when it is presented.

 Section 6.  Record Date.  For the purpose of determining the shareholders for any purpose, the board of directors may either require the stock transfer books to be closed for up to seventy days or fix a record date, which shall be not more than 70 days before the date on which the action requiring the determination is to be taken. However, a record date shall not precede the date upon which the resolution fixing the record date is adopted. If the transfer books are not closed and no record date is set by the board of directors, the record date shall be determined as follows: For determining shareholders entitled to demand a special meeting, the record date is the date the first such demand is delivered to the Corporation; For determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the dividend; If no prior action is required by the board of directors pursuant to the Florida Business Corporation Act, the record date for determining shareholders entitled to take action without a meeting is the date the first signed written consent is delivered to the Corporation; If prior action is required by the board of directors pursuant to the Florida Business Corporation Act, the record date for determining shareholders entitled to take action without a meeting is at the close of business on the day that the board of directors adopts a resolution taking such prior action; and for determining shareholders entitled to notice of and to vote at an annual or special shareholders meeting the record date is as of the close of business on the day before the first notice is delivered to the shareholders. When a determination of the shareholders entitled to vote at any meeting has been made, that determination shall apply to any adjournment of the meeting, unless the board of directors fixes a new record date. The board of directors shall fix a new record date if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

 Section 7.  Shareholder’s List for Meeting.  A complete alphabetical list of the names of the shareholders entitled to receive notice of and to vote at the meeting shall be prepared by the secretary or other authorized agent having charge of the stock transfer book. The list shall be arranged by voting group and include each shareholder’s address, and the number, series, and class of shares held. The list must be made available at least 10 days before and throughout each meeting of shareholders, or such shorter time as exists between the record date and the meeting. The list must be made available at the Corporation’s principal office, registered agent’s office, transfer agent’s office or at a place identified in the meeting notice in the city where the meeting will be held. Any shareholder, or the shareholder’s, agent or attorney, upon written demand and at the shareholder’s own expense may inspect the list during regular business hours. The list shall be available at the meeting and any shareholder, or the shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or its adjournment.

 If the requirements of this section have not been substantially complied with, the meeting, on the demand of any shareholder in person or by proxy, shall be adjourned until the requirements of this section are met. If no demand for adjournment is made, failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting.

 Section 8.  Shareholder Quorum and Voting.  A majority of the shares entitled to vote, represented in person (whether by teleconference or telephone) or by proxy, constitutes a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of a majority of

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the shares entitled to vote on the matter is the act of the shareholders unless otherwise provided by law. A shareholder may vote either in person or by proxy executed in writing by the shareholder or shareholder’s duly authorized attorney-in-fact. After a quorum has been established at a shareholders’ meeting, a withdrawal of shareholders that reduces the number of shareholders entitled to vote at the meeting below the number required for a quorum does not affect the validity of an adjournment of the meeting or an action taken at the meeting prior to the shareholders’ withdrawal. Presence at a meeting for the purposes of determining a quorum and voting may be in person (which shall include presence by electronic means such as video conferencing, telephone or any other electronic media wherein all shareholders participating may simultaneously hear each other) or by proxy.

 Authorized but unissued shares including those redeemed or otherwise reacquired by the corporation, and shares of stock of the Corporation owned by another corporation or other entity the majority of the voting stock of which is owned or controlled by the Corporation, directly or indirectly, at any meeting shall not be counted in determining the total number of outstanding shares at any time. The chairman of the board, the president, any vice president, the secretary, and the treasurer of a corporate shareholder are presumed to possess, in that order, authority to vote shares standing in the name of a corporate shareholder, absent a bylaw or other instrument of the corporate shareholder designating some other officer, agent, or proxy to vote the shares. Shares held by an administrator, executor, guardian, or conservator may be voted by that person without a transfer of the shares into his or her name. A trustee may vote shares standing in the trustee’s name, but no trustee may vote shares that are not transferred into the trustee’s name. If a receiver is authorized to do so by an appropriate order of the court by which he was appointed, the receiver may vote shares standing in his or her name or held by or under his control, without transferring the shares into his or her name. A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares unless the instrument creating the pledge provides otherwise.

ARTICLE II.  DIRECTORS

 Section 1.  Function.  The business of the Corporation shall be managed and its corporate powers exercised by the board of directors.

 Section 2.  Number.  The Corporation shall have no less than one director. The number of directors may be increased or decreased from time to time by action of the board of directors or shareholders, but no decrease shall have the effect of shortening the term of any incumbent director, unless the shareholders remove the director.

 Section 3.  Qualification.  Each member of the board of directors must be a natural person who is eighteen years of age or older. A director need not be a resident of Florida or a shareholder of the Corporation.

 Section 4.  Election and Term.  The incorporator, by written consent, shall elect the members of the initial board of directors who shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified or until their earlier resignation, removal from office, or death. At the first annual meeting of shareholders and at each

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annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he or she is elected and until his or her successor is elected and qualifies or until his or her earlier resignation, removal from office, or death.

 Section 5.  Compensation.  The board of directors has authority to fix the compensation of the directors, as directors and as officers.

 Section 6.  Duties of Directors.  A director shall perform his or her duties as a director, including his duties as a member of any committee of the board upon which he or she serves, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation.

 Section 7.  Presumption of Assent.  A director of the Corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is presumed to have assented to the action unless he votes against it or expressly abstains from voting on the action taken, or, the director objects at the beginning of the meeting to the holding of the meeting or transacting specific business at the meeting.

 Section 8.  Vacancies.  Unless filled by the shareholders, any vacancy occurring in the board of directors, including any vacancy created because of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even if the number of remaining directors does not constitute a quorum of the board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

 Section 9.  Removal or Resignation of Directors.  At a meeting of shareholders called for that purpose, the shareholders, by a vote of the holders of a majority of the shares entitled to vote at an election of directors, may remove any director, or the entire board of directors, with or without cause, and fill any vacancy or vacancies created by the removal.

 A director may resign at any time by delivering written notice to the board of directors or its chairman or the corporation. A resignation is effective when the notice is delivered unless the notice specifies later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provided that the successor does not take office until the effective date.

 Section 10.  Quorum and Voting.  A majority of the board of directors constitutes a quorum for the transaction of business. The act of the majority of the directors at a meeting at which a quorum is present (whether by telephone or teleconference) is the act of the board of directors. Presence at a meeting for the purposes of determining a quorum and voting shall be in person (which shall include presence by electronic means such as video conferencing, telephone or any other electronic media wherein all directors participating may simultaneously hear each other).

 Section 11.  Place of Meetings.  Regular and special meetings by the board of directors may be held within or without the State of Florida.

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 Section 12.  Regular Meetings.  A regular meeting of the board of directors shall be held without notice, other than this bylaw, immediately after and at the same place as the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than the resolution.

 Section 13.  Special Meetings.  Special meetings of the board of directors may be called by or at the request of the president or any directors.

 Section 14.  Notice of Meetings.  Written notice of the time and place of special meetings of the board of directors shall be given to each director by either personal delivery or by first class United States mail, telegram, or cablegram at least two days before the meeting. Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of the meeting and all objections to the time and place of the meeting, or the manner in which it has been called or convened, except when the director states, at the beginning of the meeting, or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting.

 A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

ARTICLE III.  OFFICERS

 Section 1.  Officers.  The officers of the Corporation shall consist of a president and a secretary, and may include a treasurer, one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers. The officers shall be elected initially by the board of directors at the organizational meeting of board of directors and thereafter at the first meeting of the board following the annual meeting of the shareholders in each year. The board from time to time may elect or appoint other officers, assistant officers, and agents, who shall have the authority and perform the duties prescribed by the board. An elected or duly appointed officer may, in turn, appoint one or more officers or assistant officers, unless the board of directors disapproves or rejects the appointment. All officers shall hold office until their successors have been appointed and have qualified or until their earlier resignation, removal from office, or death. One person may simultaneously hold any two or more offices. The failure to elect a president, secretary, or treasurer shall not affect the existence of the Corporation.

 Section 2.  President.  The president, subject to the directions of the board of directors, is responsible for the general and active management of the business and affairs of the Corporation, has the power to sign certificates of stock, bonds, deeds, and contracts for the Corporation, and shall preside at all meetings of the shareholders.

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 Section 3.  Vice Presidents.  Each vice president has the power to sign bonds, deeds, and contracts for the Corporation and shall have the other powers and perform the other duties prescribed by the board of directors or the president. Unless the board otherwise provides, if the president is absent or unable to act, the vice president who has served in that capacity for the longest time and who is present and able to act shall perform all the duties and may exercise any of the powers of the president. Any vice president may sign, with the secretary or assistant secretary, certificates for stock of the Corporation.

 Section 4.  Secretary.  The secretary shall have the power to sign contracts and other instruments for the Corporation and shall (a) keep the minutes of the proceedings of the shareholders and the board of directors in one or more books provided for that purpose, (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, (c) maintain custody of the corporate records and the corporate seal, attest the signatures of officers who execute documents on behalf of the Corporation, authenticate records of the Corporation, and assure that the seal is affixed to all documents of which execution on behalf of the Corporation under its seal is duly authorized, (d) keep a register of the post office address of each shareholder that shall be furnished to the secretary by the shareholder, (e) sign with the president, or a vice president, certificates for shares of stock of the Corporation, the issuance of which have been authorized by resolution of the board of directors, (f) have general charge of the stock transfer books of the Corporation, and (g) in general perform all duties incident to the office of secretary and other duties as from time to time may be prescribed by the president or the board of directors.

 Section 5.  Treasurer.  The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation, (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit monies in the name of the Corporation in the banks, trust companies, or other depositaries as shall be selected by the board of directors, and (c) in general perform all the duties incident to the office of treasurer and other duties as from time to time may be assigned to him by the president or the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in the sum and with the surety or sureties that the board of directors determines.

 Section 6.  Removal of Officers.  An officer or agent elected or appointed by the board of directors or appointed by another officer may be removed by the board whenever in its judgment the removal of the officer or agent will serve the best interests of the Corporation. Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Removal shall be without prejudice to any contract rights of the person removed. The appointment of any person as an officer, agent, or employee of the Corporation does not create any contract rights. The board of directors may fill a vacancy, however occurring, in any office.

 An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. An officer’s resignation does not affect the officer’s contract rights, if any, with the corporation.

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 Section 7.  Salaries.  The board of directors from time to time shall fix the compensation of the officers, and no officer shall be prevented from receiving his or her compensation merely because he is also a director of the Corporation.

ARTICLE IV.  INDEMNIFICATION

 Any person, his or her heirs, or personal representative, made, or threatened to be made, a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, because he or she is or was a director, officer, employee, or agent of the Corporation or serves or served any other corporation or other enterprise in any capacity at the request of the Corporation, shall be indemnified by the Corporation, and the Corporation may advance his or her related expenses to the full extent permitted by Florida law. In discharging his or her duty, any director, officer, employee, or agent, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (i) more officers or employees of the Corporation whom the director, officer, employee, or agent reasonably believes to be reliable and competent in the matters presented, (ii) counsel, public accountants, or other persons as to matters that the director, officer, employee, or agent believes to be within that person’s professional or expert competence, or (iii) in the case of the director, a committee of the board of directors upon which the director does not serve, duly designated according to law, as to matters within its designated authority, if the director reasonably believes that the committee is competent. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person, his or her heirs, or personal representatives may be entitled. The Corporation may, upon the affirmative vote of a majority of its board of directors, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all directors, officers, or employees.

ARTICLE V.  STOCK CERTIFICATES

 Section 1.  Issuance.  Shares may but need not be represented by certificates. The board of directors may authorize the issuance of some or all of the shares of the Corporation of any or all of its classes or series without certificates. If certificates are to be issued, the share must first be fully paid.

 Section 2.  Form.  Certificates evidencing shares in this Corporation shall be signed by the president or a vice president and the secretary, assistant secretary or any other officer authorized by the board of directors, and may be sealed with the seal of the Corporation or a facsimile of the seal. Unless the offer and sale of the Corporation’s shares are registered pursuant to every applicable securities law, each certificate shall bear an appropriate legend restricting the transfer of the shares evidenced by that certificate.

 Section 3.  Lost, Stolen, or Destroyed Certificates.  The Corporation may issue a new certificate in the place of any certificate previously issued if the shareholder of record (a) makes proof in affidavit form that the certificate has been lost, destroyed, or wrongfully taken, (b) requests the issue of a new certificate before the Corporation has notice that the certificate has been acquired by the purchaser for value in good faith and without notice of any adverse claim, (c) if requested by the Corporation, gives bond in the form that the Corporation directs, to indemnify the Corporation,

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the transfer agent, and the registrar against any claim that may be made concerning the alleged loss, destruction, or theft of a certificate, and (d) satisfies any other reasonable requirements imposed by the Corporation.

 Section 4.  Restrictive Legend.  Every certificate evidencing shares that are restricted as to sale, disposition, or other transfer shall bear a legend summarizing the restriction or stating that the Corporation will furnish to any shareholder, upon request and without charge, a full statement of the restriction.

ARTICLE VI.  DIVIDENDS

 The board of directors from time to time may declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE VII.  SEAL

 The corporate seal shall have the name of the Corporation and the word “seal” inscribed on it, and may be a facsimile, engraved, printed, or an impression seal.

ARTICLE VIII.  SHAREHOLDERS’ AGREEMENT

 In the event of any conflict between the provisions of these bylaws and any shareholders’ agreement entered into by the owners of all of the issued and outstanding shares of the Corporation’s capital stock or their predecessors in ownership, as among the shareholders, the provisions of such shareholders’ agreement shall take precedence. This article may only be amended or repealed by a vote of the shareholders.

ARTICLE IX.  AMENDMENT

 These bylaws may be repealed or amended, and additional bylaws may be adopted, by either a vote of a majority of the full board of directors or by vote of the holders of a majority of the issued and outstanding shares entitled to vote, but the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the directors. In order to be effective, any amendment approved hereby must be in writing and attached to these Bylaws.

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EX-3.2.7

Exhibit 3.2.7

AMENDED AND RESTATED

BYLAWS

OF

CASS COUNTY PUBLISHING COMPANY

ARTICLE I

OFFICES

The principal office of the Corporation is to be located at 301 S. Lexington Street, Harrisonville, MO 64701. The Corporation may also have offices and branch offices at such other places within and without the State of Missouri as the board of directors of the Corporation may from time to time designate and the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

2.1     Place of Meeting.   Any annual or special meeting of the shareholders of the Corporation is to be held at such place within or without the State of Missouri as may be designated by the board of directors or executive committee of the Corporation or in a waiver of notice executed by all shareholders of the Corporation entitled to vote at such meeting. If there is a failure to designate a place for such meetings, the same is to be held at the principal place of business of the Corporation.

2.2     Meetings.   The annual meeting of the Corporation’s shareholders is to be held each year on the first Tuesday of the third month following the close of each fiscal year of the Corporation at the hour of 10:00 A.M., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. Special meetings of the shareholders may be called at any time by the Corporation’s president or any member of the

board of directors, or by the holders of not less than one-fifth of all the outstanding shares of the Corporation entitled to vote at such meeting.

2.3     Quorum of Outstanding Shares.   A majority of the outstanding shares of the Corporation entitled to vote at any meeting of the Corporation’s shareholders represented in person or by proxy at such meeting constitutes a quorum of shareholders of the Corporation. In no event may a quorum consist of less than a majority of the outstanding shares of the Corporation entitled to vote. Less than such quorum has the right successively to adjourn the meeting to a specified date not longer than 90 days after such adjournment, and no notice need be given of such adjournment to shareholders of the Corporation not present at the meeting. Every decision of a majority of such quorum is valid as a corporate act of the Corporation.

2.4     Notice of Shareholders’ Meetings.   Written or printed notice of each meeting of shareholders stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered or given not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail. Notice of an annual meeting of the Corporation’s shareholders is to be given by the secretary of the Corporation. Notice of a special meeting of the Corporation’s shareholders is to be given by the secretary of the Corporation or the person calling the meeting. Any notice of a shareholders’ meeting sent by mail is deemed delivered when deposited in the United States mail, with postage thereon prepaid, addressed to each shareholder at his address as it appears on the records of the Corporation. Attendance of a shareholder at any meeting constitutes a waiver of notice of such meeting except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

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2.5     Waiver of Notice.   Any notice required by these Bylaws may be waived by the persons entitled thereto by signing a waiver of notice before or after the time of such meeting and such waiver is equivalent to the giving of such notice.

2.6     Closing of Transfer Books or Fixing of Record Date.   The board of directors of the Corporation has the power to close the transfer books of the Corporation for a period not exceeding 70 days preceding the date of any meeting of shareholders or the date of payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares goes into effect. However, in lieu of closing the stock transfer books, the board of directors may fix in advance a date, not exceeding 70 days preceding the dates of the aforenamed occurrences, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares. In such case, such shareholders, and only such shareholders as are shareholders of the Corporation of record on the date of closing the transfer books or on the record date so fixed, are entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after such date of closing of the transfer books or such record date so fixed. If the board of directors does not close the transfer books or set a record date for the determination of the shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business on the 20th day preceding the date of the meeting are entitled to notice of, and to vote at, the meeting and any adjournment of the meeting. However, if prior to the meeting written

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waivers of notice of the meeting are signed and delivered to the Corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened are entitled to vote at the meeting and any adjournment of the meeting.

2.7     List of Voters.   A complete list of all shareholders entitled to vote at any annual and special meeting of the Corporation’s shareholders is to be compiled at least ten days before such meeting by the officer or agent having charge of the transfer books for shares of stock of the Corporation. Such list is to be compiled in alphabetical order with the address and the number of shares held by each shareholder. The list must be kept on file in the registered office of the Corporation for a period of at least ten days prior to such meeting and must be open to inspection by any stockholder for such period during usual business hours. Such list must also be present and kept open at the time and place of such meeting and is subject to the inspection of any shareholder during such meeting. The original share ledger or transfer book, or a duplicate thereof kept in Missouri, is prima facie evidence as to who are the shareholders of the Corporation entitled to examine such list or share ledger or transfer book, or to vote at any meeting of shareholders. Failure to comply with the requirements of this section does not affect the validity of any action taken at such meeting.

2.8     Proxies.   A shareholder may, at any annual or special meeting, vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact. Such proxy must be filed with the secretary of the Corporation before or at the time of the meeting. No proxy is valid after 11 months from the date of execution unless otherwise provided in the proxy.

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2.9     Voting of Shares.   Each outstanding share of stock having voting rights, except as provided in Section 2.11, is entitled to one vote upon each matter submitted to a vote at any meeting of the shareholders of the Corporation.

2.10     Voting of Shares of Certain Holders.

(a)     Shares of stock in the name of another corporation, foreign or domestic, are to be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the board of directors of such corporation may determine.

(b)     Shares of stock in the name of a deceased person are to be voted by his executor or administrator in person or by proxy.

(c)     Shares of stock in the name of a guardian, curator or trustee are to be voted by such fiduciary either in person or by proxy provided the books of the Corporation show the stock to be in the name of such fiduciary in such capacity.

(d)     Shares of stock in the name of a receiver are to be voted by such receiver, and shares held by, or in the control of, a receiver are to be voted by such receiver without the transfer thereof into his name, if such voting authority is contained in an appropriate order of the court by which such receiver was appointed.

(e)     Shares of stock which have been pledged are to be voted by the pledgor until the shares of stock have been transferred into the name of the pledgee, and thereafter, the pledgee is entitled to vote the shares so transferred.

2.11     Cumulative Voting.   In all elections for directors of the Corporation, each shareholder of the Corporation has as many votes as equal the number of voting shares held by such shareholder in the Corporation, multiplied by the number of directors to be elected. Each

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shareholder may cast all his votes, either in person or by proxy, for one candidate or distribute them among two or more candidates.

2.12     Informal Action by Shareholders.   Any action required by The General and Business Corporation Law of Missouri to be taken at a meeting of the shareholders of the Corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if all of the shareholders entitled to vote with respect to the subject matter thereof sign written consents that set forth the action so taken. Such consents have the same force and effect as a unanimous vote of the shareholders at a meeting duly held, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Missouri or any other state in the United States of America. The Corporation’s secretary is to file such consents with the minutes of the meetings of the shareholders of the Corporation.

2.13     Rules of Meetings.   The chairman of the board of directors of the Corporation is to preside at all meetings of the shareholders, or, in his absence, the president of the Corporation is to preside. If neither the chairman of the board nor the president are available, the party who called the meeting is to preside. To the extent not inconsistent with these Bylaws, the Robert’s Rules of Order govern all meetings of the Corporation’s shareholders.

2.14     Tele-Participation in Meetings.   Shareholders may participate in a meeting of the shareholders of the Corporation by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

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ARTICLE III

BOARD OF DIRECTORS

3.1     General Powers.   The business, property and affairs of the Corporation is to be controlled and managed by its board of directors.

3.2     Number, Election, Duration and Vacancies.   The initial number of directors of the Corporation is designated in the Articles of Incorporation. Thereafter, the number of directors may be changed by the Corporation’s shareholders in a special or annual meeting. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders entitled to vote are to elect directors to hold office until the next annual meeting, except as herein provided. Each director is to hold office for the term for which he is elected or until his successor has been elected and qualified. In case of the death or resignation or disqualification of one or more of the directors, a majority of the remaining directors are to fill such vacancy or vacancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vacancy is to serve as such until the next annual meeting of the shareholders, except as herein provided.

3.3     Quorum.   A majority of the board of directors of the Corporation constitutes a quorum for the transaction of business at a meeting of the board of directors, and the act of the majority of such quorum present at any such meeting is the act of the board of directors.

3.4     Meetings.   The annual meeting of the board of directors is to be held at the same place as the annual meeting of the shareholders of the Corporation and immediately following such meeting. In the event of adjournment of such annual meeting of the board of directors because a quorum is not present or otherwise, such meeting may be held, without further notice, at any place within or without the State of Missouri as may be designated by the directors

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adjourning such meeting, provided a quorum is then present at such next meeting, but in no event may such meeting be conducted later than 30 days after the annual meeting of shareholders. All other meetings of the board of directors are to be held at the principal place of business of the Corporation or at such other place within or without the State of Missouri as may be designated by the board of directors or by the executive committee in absence of such designation by the board of directors. Regular meetings of the board of directors may be held without notice at such time and place as may be determined by the board of directors. Special meetings of the board of directors may be held at any time upon the call of the president, vice president or other officer of the Corporation or the call of any director.

3.5     Notice.   Notice of any special meeting of the board of directors must be given at least two days prior thereto in writing delivered personally or mailed to each director. Notice given by mail is deemed to be delivered one day after deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Notice to a director may be waived by executing a written waiver thereof or by attendance at any meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Notice or waiver of notice of any regular or special meeting of the board of directors may but need not state the business to be transacted nor the purpose thereof, except as otherwise required by these Bylaws.

3.6     Compensation.   Directors, as such, are not to receive a stated salary for their services, but, by resolution of the board of directors, may be allowed a fixed sum and expenses of attendance, if any, for attendance at any meeting of the board of directors. Nothing contained herein precludes a director from serving the Corporation in any other capacity and receiving compensation therefor.

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3.7     Presumption of Assent.   A director of the Corporation is presumed to have assented to the action taken on any corporate matter at a board of directors meeting at which he is present, unless his dissent is entered in the minutes of the meeting or unless he forwards such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. A director who voted in favor of such action may not so dissent.

3.8     Action by Unanimous Consent of Directors.   In accordance with Section 351.340 of The General and Business Corporation Law of Missouri, if all the directors severally or collectively consent in writing to any action taken or to be taken by the directors, such consents have the same force and effect as a unanimous vote of the directors at a meeting duly held, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Missouri or any other state in the United States of America. The secretary of the Corporation is to file such consents with the minutes of the meetings of the board of directors. Formal meetings of the directors need not be held where the action of all the directors are consented to in writing.

3.9     Resignation or Disqualification.

(a)     A director may resign at any time for any reason. Any such resignation must be in writing and must be delivered to the chairman of the board, the president or the secretary of the Corporation. A resignation is effective upon such delivery.

(b)     A director may be removed with or without cause only by a vote of the shareholders of the Corporation. Such director, if he is to be removed for cause, must be made fully aware of the allegations lodged against him and given an opportunity to defend his actions if he so chooses. The removal procedure is to be conducted at a special meeting of the shareholders called for such purpose. The director may be removed only upon the vote of a

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majority of the shareholders present (either in person or by proxy) at such meeting, provided there is a quorum; provided, however, that no director may be removed if the votes cast against his removal would be sufficient to elect him pursuant to Section 2.11.

3.10     Rules of Meetings.   The chairman of the board of directors is to preside at all meetings of the board of directors, or, in his absence, the president of the corporation is to preside. If neither the chairman of the board nor the president is available or able to preside, the party who called the meeting is to preside. To the extent not inconsistent with these Bylaws, the Robert’s Rules of Order govern all meetings of the Corporation’s board of directors. Except as permitted by Section 351.327 of The General and Business Corporation Law of Missouri, no director’s vote is to be counted in determining a majority of votes if such director is not “disinterested.”

3.11     Tele-Participation in Meetings.   Directors may participate in a meeting of the board of directors by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

ARTICLE IV

COMMITTEES

4.1     Executive Committee.   An executive committee of two or more directors may be created by a majority vote of the entire board of directors to serve at the pleasure of the board, and one of such directors is to be designated to act as chairman thereof. The board of directors is to fill the vacancies on the committee. Between meetings of the board of directors, the executive committee, if it is created, possesses and may exercise any and all powers of the board of directors in the management of the business and affairs of the Corporation to the extent

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authorized by resolution adopted by a majority vote of the entire board of directors. The executive committee is to keep a complete record of its activities and regularly report them to the board of directors at every meeting thereof. All actions taken by the executive committee are subject to revision, alteration or change by the board of directors, provided that rights of third persons may not be affected thereby.

4.2     Meetings of the Executive Committee.   A majority of the executive committee constitutes a quorum for the transaction of business. The executive committee may determine the time and place for its meetings, the notice necessary therefor and its rules of procedure.

4.3     Other Committees.   The board of directors, by resolution, may provide for such other committees as it deems necessary or desirable to serve at its pleasure and to have such powers and perform such functions as may be assigned to them.

ARTICLE V

OFFICERS

5.1     Executive Officers.   Executive officers of the Corporation are the president and a secretary, and, if so elected by the board of directors, a chairman, one or more vice presidents, a treasurer, assistant secretaries and assistant treasurers. The president is to be selected from the board of directors.

5.2     Election and Term.   The president and secretary are to be elected at the first meeting of the board of directors following the annual meeting of the shareholders, and hold office at the pleasure of the board of directors until their successors are elected or until they are removed as provided herein. A vice president, chairman, assistant secretaries, treasurer and assistant treasurers may be elected by the board of directors at any meeting thereof to hold office at the pleasure of the board of directors. If more than one vice president should be elected, the

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board of directors at the time of the election is to determine the seniority of each of the vice presidents.

5.3     Removal.   An officer of the Corporation elected by the board of directors may be removed with or without cause at any time only by a vote of the board of directors. The officer may be removed only upon the vote of a majority of the directors present at such meeting, provided there is a quorum. However, if the officer to be removed is a director, he may not vote on his removal. Such removal is without prejudice to the contract rights, if any, of such officer.

5.4     Vacancies.   A vacancy in any office caused by the death, resignation or removal of the officer or otherwise may but need not be filled by the board of directors for the unexpired term.

5.5     Compensation.   The board of directors is to determine the compensation to be received by the officers of the Corporation and agents appointed by the board of directors.

5.6     Bond.   The board of directors, by resolution, may require the officers and agents of the Corporation, or any of them, to give bond to the Corporation, in sufficient amount and with sufficient surety, to secure the faithful performance of their duties and to comply with such other conditions as the board of directors may from time to time require.

5.7     Resignation.   An officer of the Corporation may resign at any time for any reason. Any such resignation must be in writing and be delivered to the chairman of the board, the president or the secretary of the Corporation. A resignation is effective upon such delivery.

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ARTICLE VI

DUTIES OF OFFICERS

6.1     Chairman.   The chairman of the board of directors, if one is elected, is to preside at all meetings of the board of directors and has and is to perform such other duties as from time to time may be assigned to him by the board of directors.

6.2     The President.   The president is to supervise and control the business, property and affairs of the Corporation, subject to the authority hereinabove given to the board of directors, and is to preside at all meetings of the shareholders and of the board of directors in the absence of the chairman of the board. The president is to perform all duties incident to his office, including executing all certificates for shares of stock of the Corporation, deeds, mortgages, bonds, contracts or other instruments, except where the execution thereof is expressly delegated by the board of directors or the Bylaws to another officer or agent of the Corporation, or is required by law to be otherwise executed.

6.3     Vice Presidents.   The vice presidents, if elected, are to perform the duties and exercise the powers delegated to them by the board of directors or the president of the Corporation. In the absence of the president, the vice presidents in order of their seniority are to perform the duties and exercise the powers of the president.

6.4     The Secretary.   The secretary is to attend all meetings of the shareholders, board of directors, and executive committee, and is to record votes and keep minutes of such meetings in one or more books provided for that purpose. In addition, in the absence of the president, the secretary is to perform the duties and exercise the powers of the president if no vice president is elected. He is to give all notices in the manner required by these Bylaws or by law. He is the custodian of the corporate records and corporate seal and, when authorized by the board of

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directors, executive committee, president or vice president, is to affix the seal to any document or instrument of the Corporation requiring the Corporation’s seal. He has general charge of the stock transfer books of the Corporation and is to keep a list of the post office addresses of each shareholder. He is, in general, to perform all duties incident to the office of secretary and perform such other duties as may be required by the board of directors, executive committee or the president, under whose supervision he is. If the secretary is absent from any meeting, the board of directors or executive committee may select any of their number, or any assistant secretary, to act as temporary secretary.

6.5     Treasurer.   The treasurer, if elected, and if no treasurer is elected, then the secretary, has control and custody of the funds and securities of the Corporation. He is to keep and maintain in books and records of the Corporation accurate accounts of receipts and disbursements, and he is to deposit all monies and valuable effects of the Corporation in the name of the Corporation in such depositories as the board of directors or executive committee or president may designate. He is to make disbursements of the funds and securities of the Corporation upon order of the board of directors or executive committee and obtain proper vouchers therefor. He is to report to the board of directors and executive committee, at all meetings thereof, concerning the financial condition of the Corporation and the performance of his duties as treasurer. In general, he is to perform all duties incident to the office of treasurer. He is, upon request of the board of directors or executive committee, to furnish a bond for the faithful performance of his duties in such amount and with such surety as either of them may require.

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6.6     Assistant Officers.   Any assistant secretaries or assistant treasurers elected by the board of directors have such authority and are to perform such duties as the board of directors may, from time to time, prescribe.

6.7     Subordinate Officers.   The board of directors may elect such subordinate officers as it deems necessary or desirable to serve for such period and have such authority and perform such duties as the board of directors may authorize.

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1     Certificates for Shares.   The board of directors is to prescribe the form of the certificate of stock of the Corporation. The certificate is to be signed by the president or vice president and by the secretary, treasurer or assistant secretary or assistant treasurer, is to be sealed with the seal of the Corporation and is to be numbered consecutively. The name of the owner of the certificate, the number of shares of stock represented thereby, and the date of issue are to be recorded on the books of the Corporation. Certificates of stock surrendered to the Corporation for transfer are to be canceled, and new certificates of stock representing the transferred shares issued. New stock certificates may be issued to replace lost, destroyed or mutilated certificates upon such terms and with such security to the Corporation as the board of directors may require.

7.2     Transfer of Shares.   Shares of stock of the Corporation may be transferred on the books of the Corporation by the delivery of the certificates representing such shares to the Corporation for cancellation, and with an assignment in writing on the back of the certificate executed by the person named in the certificates as the owner thereof, or by a written power of attorney executed for such purpose by such person. The person registered on the books of the

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Corporation as the owner of shares of stock of the Corporation is deemed the owner thereof and is entitled to all rights of ownership with respect to such shares.

7.3     Transfer Books.   Transfer books are to be maintained under the direction of the secretary, showing the ownership and transfer of all certificates of stock issued by the Corporation.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation is to be established from time to time by resolution of the board of directors of the Corporation.

ARTICLE IX

SEAL

The seal of the Corporation is to be in the form of a circle, and is to have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “Missouri”. The form of the seal of the Corporation may be changed from time to time by resolution of the board of directors.

ARTICLE X

CONTRACTS, LOANS, CHECKS AND DEPOSITS

10.1     Contracts.   The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation as the board determines, and such authority may be general or confined to specific instances.

10.2     Loans.   No loans may be contracted on behalf of the Corporation and no evidences of indebtedness may be issued in the Corporation’s name unless authorized by a

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resolution of the board of directors. Such authority may be general or confined to specific instances.

10.3     Checks, Drafts, Etc.   All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation are to be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time may be determined by resolution of the board of directors.

10.4     Deposits.   All funds of the Corporation not otherwise employed are to be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE XI

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to these Bylaws, the articles of incorporation of the Corporation, or the corporate laws of the State of Missouri, a written waiver thereof signed by the person or persons entitled thereto, whether before or after the time stated therein, satisfies such requirement of notice.

ARTICLE XII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

AGAINST LIABILITIES AND EXPENSES IN ACTION

12.1     Indemnification with Respect to Third Party Actions.   The Corporation is to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of this Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner, trustee or agent of another

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corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

12.2     Indemnification with Respect to Actions by or in the Right of the Corporation.   The Corporation is to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines, taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indemnification is to be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the

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Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper. Any indemnification under this Section 12.2 (unless ordered by a court) is to be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, partner, trustee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this Section 12.2. Such determination is to be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

12.3     Payment of Expenses in Advance of Disposition of Action.   Expenses incurred in defending any actual or threatened civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee, partner, trustee or agent to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article.

12.4     Indemnification Provided in This Article Non-Exclusive.   The indemnification provided by this Article is not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity while holding such office, and continues as to a person who has ceased to be a director, officer, employee, partner,

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trustee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

12.5     Definition of “Corporation”.   For the purposes of this Article, references to the “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee, partner, trustee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise stands in the same position under the provisions of this Article with respect to the resulting or surviving corporation in the same capacity.

12.6     Saving Clause.   In the event any provision of this Article is held invalid by any court of competent jurisdiction, such holding does not invalidate any other provision of this Article, and any other provisions of this Article is to be construed as if such invalid provision had not been contained in this Article.

ARTICLE XIII

AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws may be adopted by a vote of the majority of shares represented in person or by proxy and entitled to vote at any annual meeting of shareholders without notice or at any special meeting of shareholders with notice setting forth the terms of the proposed Bylaws, amendment, or repeal. The board of directors also has the power to make, alter, amend or repeal these Bylaws to the extent that such power may be vested in the board of directors by the articles of incorporation of the Corporation.

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EX-3.2.8

Exhibit 3.2.8

BY-LAWS

OF

THE R. W. PAGE CORPORATION

October 28, 1977

ARTICLE I

Shareholders

Section 1 - Place of Meetings:  Meetings of shareholders for any purpose may be held at such place within or without the State of Georgia as may be designated by the Board of Directors.

Section 2 - Annual Meeting:  The annual meeting of shareholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the company or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting at such time and upon such date during the month of April in each year as the Board of Directors may determine.

Section 3 - Special Meetings:  Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, the President or by the Board or by a request in writing by persons who hold twenty five percent (25%) of all shares outstanding and entitled to vote in a election of directors. Such request shall state the purpose or purposes of the proposed meeting.

Section 4 - Notice of Meetings:  Not less than ten (10) nor more than fifty (50) days before the date of the meeting of shareholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the President, the Secretary, or the officer or persons calling the meeting. The notice shall be given personally or by first class mail to each shareholder of record entitled to vote at such meeting. If mailed, the notice shall be addressed to the shareholder at his address as it appears on the stock transfer books of the Company.

Section 5 - Quorum: Adjournment:  The presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the Articles of Incorporation. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the shareholders unless a greater vote is required by law or the Articles of Incorporation. If a quorum shall not be present or represented those present in person or represented by proxy shall have the power to adjourn the meeting, from time to time, without notice if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in compliance with Section 4 to each shareholder of record on the new record date entitled to vote at such meeting.

Section 6 - Proxies:  Any shareholder entitled to vote or express his consent or dissent at a meeting of shareholders may do so in person or may be represented by proxy, appointed by an instrument in writing, signed by the shareholder or his duly authorized attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.

Section 7 - Consent Without a Meeting:  Any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by all shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of shareholders.

ARTICLE II

Shares

Section 1 - Form of Certificates and Signatures:  Each holder of shares is entitled to one or more certificates, signed by the President or other chief executive officer or a Vice President and the Secretary or an Assistant Secretary of the Company, which shall certify the number and class of shares held by him in the Company, but no certificate for shares shall be executed or delivered until such shares are fully paid. The signatures of such officers upon a certificate may be facsimile if the certificate is countersigned by a transfer agent, or is registered by a registrar, other than the Company itself or an employee of the Company. In case any officer has signed or whose facsimile signature has been placed upon a certificate still have ceased for any reason to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issue.

Section 2 - Transfer of Shares:  Shares of the Company, shall be transferrable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require.

Section 3 - Lost, Stolen or Destroyed Certificates:  The Company may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen or destroyed, and the Board may, in its discretion, require the owner, or his legal representatives, to give the Company a bond containing such terms as the Board may require to protect the Company or any person injured by the execution and delivery of a new certificate.

Section 4 - Transfer Agents and Registrars:  The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signature of such transfer agents and registrars, or any of them. The Board shall have the authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Company.

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Section 5 - Fixing a Record Date:  In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board may fix, in advance, a record date, which shall not be more than fifty (50) days, and in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.

ARTICLE III

Board of Directors

Section 1 - Authority:  Except where the law, the Articles of Incorporation, or these By-laws require action to be authorized or taken by shareholders, all of the authority of the Company shall be exercised by the directors.

Section 2 - - Number of; Qualifications:  The number of directors which shall constitute the whole Board shall not be less than three (3), the exact number of which shall be fixed from time to time by a resolution adopted by a majority vote of the members of the entire Board or by the vote or written assent of the holders of shares at the time entitled to vote in the election of directors.

Section 3 - Election of Directors; Vacancies:  The directors shall be elected at each annual meeting of shareholders or at a special meeting called for the purpose of electing directors. At a meeting of shareholders, at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors, and the candidates receiving the greatest number of votes shall be elected. In the event of the occurrence of any vacancy or vacancies in the Board, except a vacancy caused by the removal of a director or directors by action of the shareholders, the remaining directors, though less than a majority of the whole authorized number of directors, may, by a vote of a majority of their number, fill any such vacancy for the unexpired term.

Section 4 - Term of Office, Resignations:  Directors shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier resignation, removal from office, or death. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Company, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 5 - Meetings:  Immediately after each annual meeting of the shareholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by these By-laws or the Board. Special meetings of the Board may be called by the Chairman of the Board or the President or any Vice President or the Secretary or any two directors upon two (2) days notice before the meeting.

Section 6 - Quorum; Adjournment:  A quorum of the Board shall consist of a majority of the directors then in office; provided that a majority of the directors present at a meeting duly held,

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whether or not a quorum is present, may adjourn the meeting to another time and place. If any meeting is adjourned, notice of adjournment need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these By-laws otherwise expressly provided.

Section 7 - Appointment of Committees:  The Board of Directors, by resolution adopted by a majority of the directors then in office, may appoint such committees, in addition to the Executive Committee, as it may consider proper, and such committees shall exercise such power and duties as the Board from time to time may prescribe subject to the Articles of Incorporation, these By-laws and applicable laws.

Section 8 - Action Without a Meeting:  Any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of directors or of a committee, may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all of the directors, or all the members of the committee, as the case may be, and be filed with the minutes of the proceedings of the Board or the committee. Such consent shall have the same force and effect as a unanimous vote.

Section 9 - Contracts:  No contract or transaction between the Company and one or more of its directors, or officers, or between the Company and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for the reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if, the material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or, the material facts as to his interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved or ratified in good faith by vote of such shareholders; or, the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified by the Board, a committee thereof, or the shareholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or committee thereof which authorizes the contract or transaction.

ARTICLE IV

Executive Committee

Section 1 - Membership; Appointment:  The Board may appoint not less than three (3) directors who together shall constitute the Executive Committee. The directors may appoint one or more directors as alternate members of the Committee, who may take the place of any absent member or members at any meeting of the Committe. Vacancies in the Executive Committee may be filled at any meeting of the Board.

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Section 2 - Powers; Duties:  The Executive Committee shall advise with and aid the officers of the Company in all matters concerning its interests and the management of the business. When the Board is not in session, the Executive Committee shall have and may exercise all the powers of the Board, so far as may be delegated legally, with reference to the conduct of the business of the Company, except that the Executive Committee shall not have the authority of the Board in reference to:

(a)     Amending the Articles of Incorporation or the By-laws of the Company.

(b)     Adopting a plan of merger or consolidation.

(c)     The sale, lease, exchange or other disposition of all or substantially all of property and assets of the Company.

(d)     A voluntary dissolution of the Company or a revocation thereof.

Section 3 - Meetings:  Regular meetings of the Executive Committee may be held without call or notice at such times and places as the Executive Committee from time to time may fix. Other meetings of the Executive Committee may be called by any member thereof either by oral, telegraphic or written notice not later than the day prior to the date set for such meeting. Upon request by any member, the Secretary shall give the required notice calling the meeting.

Section 4 - Quorum:  At any meeting of the Executive Committee, a majority of the members of the committee shall constitute a quorum. Any action of the Executive Committee to be effective must be authorized by the affirmative vote of a majority of the members thereof present and, in any event, shall require not less than three (3).

Section 5 - Record of Meetings:  The Executive Committee shall appoint its Secretary who shall keep the minutes of the meeting of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for their information.

ARTICLE V

Officers

Section 1 - Election and Designation of Officers:  The officers of the Company shall be President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion may elect a chairman of the Board of Directors who, when present, shall have such other powers as the Board and these By-laws shall prescribe There may also be one or more Assistant Secretaries and Assistant Treasurers, as may from time to time be elected to the Board. Any two offices may be held by the same person except the offices of President and Secretary. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 2 - Term of Office; Vacancies:  The officers of the Company shall hold office until the next organization meeting of the Board and until their successors are elected and qualified, or

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until their earlier resignation, removal from office or death. The Board, without prejudice to the contract rights of such officer, may remove any officer, elected or appointed by the Board, at any time with or without cause by a majority vote of the members of the Board then in office. The Board may fill any vacancy in any office occurring from whatever reason, may delegate one (1) or more officers any of the duties of any officer or officers and prescribe the duties of any officer.

Section 3 - Chairman of the Board-Duties:  The Chairman of the Board shall preside at all meetings of the shareholders and of the Board and shall have such duties and powers as may be prescribed for him from time to time by the Board of Directors.

Section 4 - President; Duties:  The President shall perform the duties of the Chairman of the Board in the event of his absence or disability, or in the event a Chairman has not been designated by the Board, and he shall perform such duties as may be prescribed for him from time to time by the Board of Directors.

Section 5 - Vice President-Duties:  Each Vice President shall have the powers and duties incident to that office and shall have such other duties as may be prescribed from time to time by the Board of Directors. In case of the absence or disability of the President, or when circumstances prevent the President from acting, a Vice President of the Company shall perform all the duties and possess all the authority of the President, and shall have priority in the performance of such duties and exercise of such authority in the order determined by the Board. Each Vice President may sign and execute on behalf and in the name of the Company bonds, contracts, instruments and documents authorized by the Board.

Section 6 - Secretary-Duties:  The Secretary shall attend all meetings of the shareholders and of the Board, and record all votes and the minutes of all proceedings in a book provided for that purpose, and, when required, he shall perform like duties for the standing committees if any, elected or appointed by the Board. The Secretary shall see that proper notice, when required, is given of all meetings of the shareholders and of the Board. The Secretary may sign with the Chairman of the Board, the President or any Vice President on behalf and in the name of the Company all contracts and other instruments authorized by the Board. The Secretary may sign or his facsimile signature, with that of the President or one of the Vice Presidents, may be used to sign certificates for shares of the capital stock of the Company. The Secretary shall keep in safe custody the seal of the Company and whenever authorized by the Board, shall attest and affix the seal to any contract or other instrument requiring the same. The Secretary shall keep in safe custody all contracts and such books, records and other papers as the Board may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the office of the Company during business hours, and he shall in general perform all the duties usually incident to the office of Secretary, subject to the control of the Board.

Section 7 - Treasurer-Duties:  The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Company, and shall have the care and custody of all funds and securities of the Company and deposit such funds in the name of the Company in such bank or banks as the Board may designate. The Treasurer is authorized to sign all checks, drafts, notes, bills of exchange, orders for the payment of money and negotiable instruments of the Company, but no such instrument shall be signed in blank. He shall disburse the

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funds of the Company as may be ordered by the Board or the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any director, and also, provided the Board or the President so orders, to any shareholder of the Company upon application at the office of the Company by such shareholder during business hours; and he shall give such bonds for the faithful performance of his duties as the Board or the President may determine, and he shall perform such other duties as may be incident to his office.

Section 8 - Other Officers-Duties:  The Assistant Secretaries and Assistant Treasurers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers.

ARTICLE VI

Compensation

The Board, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, shall have authority to fix the compensation of directors and officers for services in any capacity.

ARTICLE VII

Indemnification

The Company shall indemnify all persons whom it may lawfully indemnify, to the full extent permitted by law.

ARTICLE VIII

Execution of Contracts, Vouchers, and Negotiable Instruments

The Board may authorize any of the officers of the Company or any person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, contracts, indentures, deeds, conveyances, leases, declarations, communications and other instruments and documents, and the Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, manually or by facsimile signature, checks, drafts, notes, bonds, debentures, bills of exchange and orders for the payment of money. In case any of the officers of the Company who shall have signed, or whose facsimile signature or signatures shall have been used, as aforesaid, upon any such document, instrument or security shall cease to be such officer of the Company before such document, instrument or security, upon due delivery or issuance thereof, shall be valid and effective as though the person or persons who signed or whose facsimile signature or signatures were used upon such document, instrument, or security had not ceased to be such officer of the Company.

ARTICLE IX

Authority to Transfer and Vote Securities

The Chairman of the Board, the President, and each Vice President of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and

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other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers, and releases with respect thereto, or to cause any such action to be taken.

ARTICLE X

Amendments

Except as otherwise provided by law, the By-laws of the Company may be adopted, amended or repealed by the vote or written assent of the holders of shares at the time entitled to vote in the election of any directors or by the vote or written assent of a majority of the members of the Board of Directors then in office, subject always to the power of the shareholders to change such action.

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EX-3.2.9

Exhibit 3.2.9

AMENDED AND RESTATED BY-LAWS

OF

CYPRESS MEDIA, INC.

ARTICLE I

OFFICES

The office of the Corporation shall be located in the City, County and State designated in the certificate of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II

MEETING OF SHAREHOLDERS

Section 1 – Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2 – Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of twenty-five percent (25%) of the shares then outstanding and entitled so vote thereat, or are otherwise required under the provisions of the Business Corporation Law.

Section 3 – Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places within or without the State of New York as shall be designated in that notices or waivers of notice of such meetings.

Section 4 – Notice of Meetings:

(a)    Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Law, the notice of such

meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

(b)    Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 – Quorum:

(a)    Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such Certificate and any amendments thereof being hereinafter collectively referred to as the “Certificate of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b)    Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes east by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which & quorum is present, any business may be transacted which night have been transacted at the meeting as originally called if a quorum had been present.

Section 6 – Voting:

(a)    Except as otherwise provided by statute or by the Certificate of incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b)    Except as otherwise provided by statute or by the Certificate of Incorporation, at each meeting of shareholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.

(c)    Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to

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continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d)    Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

ARTICLE III

BOARD OF DIRECTORS

Section 1 – Number, Election and Term of Office:

(a)     The number of the directors of the corporation shall be five (5), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

(b)     Except as may otherwise be provided herein or in the Certificate of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

(c)     Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2 – Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Certificate of incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3 – Annual and Regular Meetings; Notice:

(a)     A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders, at the place of such annual meeting of shareholders.

(b)     The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

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(c)     Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 – Special Meetings; Notice:

(a)     Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

(b)     Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c)     Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 – Chairman:

At all meetings of the Board of Directors, the chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

Section 6 – Quorum and Adjournments:

(a)     At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws.

(b)     A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 – Manner of Acting:

(a)     At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

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(b)     Except as otherwise, provided by statute, by the Certificate of Incorporation, or by these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 – Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Section 9 – Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10 – Removal:

Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11 – Salary:

No stated, salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12 – Contracts:

(a)     No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this corporation is or are interested in, or is a director or officer, or are director or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b)     Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason

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of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13 – Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

ARTICLE IV

OFFICERS

Section 1 – Number, Qualifications, Election and Term of Office:

(a)     The officers of the corporation shall consist of a president, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.

(b)     The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c)     Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 – Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3 – Removal:

Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

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Section 4 – Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5 – Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these by-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

Section 6 – Sureties and Bonds:

In case the Board of Directors shall so require any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 – Shares of Other Corporations:

Wherever the Corporation is the holder of shares of any other corporation, any right or power of the corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V

SHARES OF STOCK

Section 1 – Certificate of Stock:

(a)     The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, and may bear the corporate seal.

(b)     No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c)     The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in

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liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2 – Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damages it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 – Transfers of Shares:

(a)     Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b)     The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 – Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of

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business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI

DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

ARTICLE VIII

CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from tine to time by the Board of Directors.

ARTICLE IX

AMENDMENTS

Section 1 – By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2 – By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next

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meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

The undersigned Incorporator certifies that he has adopted the foregoing by-laws as the first by-laws of the Corporation, in accordance with the requirements of the Business Corporation Law.

Dated:    May 9, 1972                

/s/ Leonard A. Weiss

Incorporator

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I hereby certify that the foregoing is a full, true, and correct copy of the By-Laws of Cypress Media, Inc. a New York corporation, as in effect on the date hereof.

    /s/ Patrick Talamantes

Assistant Secretary

Print Name: Patrick Talamantes

Date: 6/11/2007

EX-3.2.10

Exhibit 3.2.10

LIMITED LIABILITY COMPANY AGREEMENT

OF

ABC MEDIA, LLC

This Limited Liability Company Agreement of ABC Media, LLC dated as of April 30, 1997 (the “Agreement”) is entered into by ABC Media, Inc., as the sole member (together with its assigns and successors, the “Member”).

WHEREAS, the Member desires to continue the existence of a limited liability company formed under the ABC Media, LLC on April 9, 1997 pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time (the “Act”) for the purpose described below; and

WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

1.     Formation.  The Company has been formed and established as a Delaware limited liability company by the filing of a Certificate of Formation pursuant to the Act (the “Certificate”) with the Secretary of State of the State of Delaware. The Member hereby agrees that the rights, duties and liabilities of the Member shall be as provided in the Act, except as otherwise provided herein.

2.     Name.  The name of the limited liability company formed by the filing of the Certificate is ABC Media, LLC (the “Company”).

3.     Term.  The Company shall exist in perpetuity, unless earlier dissolved and its affairs wound up in accordance with this Agreement and/or the Act.

4.     Purpose.  The Company was formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. The Member agrees (i) to take all necessary actions (including, without limitation, making any required election) to ensure that ABC Media, LLC is treated for federal income tax purposes as a branch that is disregarded pursuant to Treas. Reg. § 1.7701-2 and (ii) to not take any actions inconsistent with such treatment (including, without limitation, any action that would cause ABC Media, LLC to cease to qualify as a branch that is disregarded under federal income tax laws).

5.     Registered Office.  The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

6.     Registered Agent.  The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

7.     Member.  The name and the business or mailing address of the Member is as follows: ABC Media, Inc., 77 West 66th Street, New York, New York 10023.

8.     Powers.  The business and affairs of the Company shall be managed by the Member. In furtherance of its purpose, the Company shall have the power to do any and all acts necessary, appropriate, proper and viable, incidental or convenient to or for the protection and benefit of the Company.

9.     Capital Contribution.  The Member has contributed or is deemed to have contributed to the capital of the Company all of the assets set forth in Annex I, except any leasehold interests held by the Member, which leasehold interests are set forth in Annex II.

10.     Dissolution.  The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

11.     Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated to the Member.

12.     Distributions.  Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.     Assignments.  The Member may not assign in whole or in part its limited liability company interest, except that the Member’s interest may be pledged to satisfy the requirements of Section 5.01(m) of the Credit Agreement dated as of March 17, 1997 among the Member and Citicorp USA, Inc. (as amended, modified or supplemented from time to time, the “Credit Agreement”).

14.     Resignation.  The Member shall not resign from the Company prior to the dissolution and winding up of the Company.

15.     Admission of Additional Members.  No additional members shall be admitted to the Company.

16.     Liability of Member.  The Member shall not have any liability for the obligations or liabilities of the Company, except to the extent provided in the Act.

17.     Governing Law.  This Agreement shall be governed by, and construed under, the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to the principles of conflict of laws.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Company Agreement as of the date first indicated above.

ABC MEDIA, INC.
By	/s/ Griffith W. Foxley
	Griffith W. Foxley   Vice President, Corporate Legal Affairs   and Publishing

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EX-3.2.11

Exhibit 3.2.11

BYLAWS

OF

EAST COAST NEWSPAPERS, INC.

ARTICLE I

OFFICES AND REGISTERED AGENT

Section 1.01.    Principal Office.  The Corporation shall maintain its principal office at such place as the Directors shall direct from time to time and that location shall be listed in the Corporation’s annual report required to be filed annually with the South Carolina Secretary of State pursuant to Section 33-1-400 of the South Carolina Business Corporation Act (the “Act”).

Section 1.02.    Registered Office.  The Corporation shall maintain a registered office as required by the Act at a location in the State of South Carolina designated by the Board of Directors from time to time.

Section 1.03.    Other Offices.  The Corporation may have such other offices within and without the State of South Carolina as the business of the Corporation may require from time to time.

Section 1.04.    Registered Agent.  The Corporation shall maintain a Registered Agent as required by the Act who shall have a business office at the Corporation’s Registered Office. The Registered Agent shall be designated by the Board of Directors from time to time to serve at its pleasure.

ARTICLE II

SHAREHOLDERS

Section 2.01.    Annual Meetings.  An annual meeting of the Corporation’s Shareholders shall be held once each calendar year for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.

Section 2.02.    Special Meetings.  Special meetings of the Corporation’s Shareholders may be called for any one or more lawful purposes by the Corporation’s President, the Chairman of the Board of Directors, a majority of the Board of Directors, or a written request describing the purpose for which the meeting is to be held filed by holders of record of not less than ten percent of the Corporation’s outstanding shares entitled to be cast on any issue to be considered at the proposed special meeting.

Section 2.03.    Notice of Meetings, Waiver of Notice.  Notice of a meeting of Shareholders need not be given to any Shareholder who, in person or by proxy, signs a waiver of notice either before or after the meeting.

Section 2.04.    Action Without Meeting.  Any action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof.

Section 2.05.    Voting of Shares by Certain Holders.  Shares standing in the name of another corporation may be voted by the officer, agent or proxy as the bylaws of that corporation may prescribe, or, in the absence of such provision, as the board of directors of the other corporation may determine.

Section 2.06.    Action.  Approval of actions by Shareholders shall be in accordance with the requirements of the Act.

ARTICLE III

DIRECTORS

Section 3.01.    Authority.  The Board of Directors shall have ultimate authority over the conduct and management of the business and affairs of the Corporation.

Section 3.02.    Number.  The Corporation shall have three Directors unless and until changed by action of the Board of Directors from time to time; provided, however, that no reduction of the number of Directors shall have the effect of shortening the term of any incumbent Director.

Section 3.03.    Tenure.  Each Director shall hold office from the date of his election and qualification until his successor shall have been duly elected and qualified, or until his earlier removal, resignation, death, or incapacity. An election of all Directors by the Shareholders shall be held at each annual meeting of the Corporation’s Shareholders.

Section 3.04.    Removal.  Any Director may be removed from office, with or without cause, by a vote of the holders of a majority of the shares of the Corporation’s voting stock. Any Director may be removed from office with cause by a majority vote of the Board of Directors at a meeting at which only the removal and replacement of the Director or Directors in question shall be considered.

Section 3.05.    Vacancies.  The Board of Directors may by majority vote of the Directors then in office, regardless of whether such Directors constitute a quorum, elect a new Director to fill a vacancy on the Board of Directors; provided, however, that no person may be elected to fill a vacancy created by his removal from office pursuant to these Bylaws.

Section 3.06.    Regular Meetings.  A regular meeting of the Board of Directors shall be held without notice other than this Bylaw immediately after, and at the same place as, the annual meeting of Shareholders. The Board of Directors may by resolution provide for the holding of additional regular meetings without notice other than such resolution; provided, however, the resolution shall

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fix the date, time, and place (which may be anywhere within or without the State of the Corporation’s Principal Office) for these regular meetings.

Section 3.07.    Special Meetings; Notice of Special Meeting.  Special meetings of the Board of Directors may be called for any lawful purpose or purposes by any Director or the President of the Corporation. The person calling a special meeting shall give, or cause to be given, to each Director at his business address, notice of the date, time and place of the meeting by any normal means of communication not less than seventy-two hours nor more than sixty days prior thereto. The notices may, but need not, describe the purpose of the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail at the Director’s business address, with postage thereon prepaid. If notice is given by telegram, the notice shall be deemed delivered when the telegram is delivered to the telegraph company. Any time or place fixed for a special meeting must permit participation in the meeting by means of telecommunications as authorized below.

Section 3.08.    Waiver of Notice of Special Meetings.  Notice of a special meeting need not be given to any Director who signs a waiver of notice either before or after the meeting. The attendance of a Director at a special Directors meeting shall constitute a waiver of notice of that meeting, except where the Director attends the meeting for the sole and express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.09.    Participation by Telecommunications.  Any Director may participate in, and be regarded as present at, any meeting of the Board of Directors by means of conference telephone or any other means of communication by which all persons participating in the meeting can hear each other at the same time.

Section 3.10.    Quorum.  A majority of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 3.11.    Action.  The Board of Directors shall take action pursuant to resolutions adopted by the affirmative vote of a majority of the Directors participating in a meeting at which a quorum is present, or the affirmative vote of a greater number of Directors where required by the Corporation’s Articles of Incorporation or otherwise by law.

Section 3.12.    Action Without Meeting.  Any action required or permitted to be taken by the Board of Directors at an annual, regular, or special meeting may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the Directors.

Section 3.13.    Presumption of Assent.  A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward his dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of such action.

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ARTICLE IV

OFFICERS

Section 4.01.    In General.  The officers of the Corporation shall consist of a President, a Vice President, a Secretary and a Treasurer and such additional vice presidents, assistant secretaries, assistant treasurers and other officers and agents as the Board of Directors deems advisable from time to time. All officers shall be appointed by the Board of Directors to serve at its pleasure. Except as may otherwise be provided by law or in the Articles of Incorporation, any officer may be removed by the Board of Directors at any time, with or without cause. Any vacancy, however occurring, in any office may be filled by the Board of Directors for the unexpired term. Each officer shall exercise the authority and perform the duties as may be set forth in these Bylaws and any additional authority and duties as the Board of Directors shall determine from time to time.

Section 4.02.    President.  The President shall be the chief executive officer of the Corporation and, subject to the authority of the Board of Directors, shall manage the business and affairs of the Corporation.

Section 4.03.    Vice President.  The Vice president shall serve under the direction of the President. In the absence, incapacity, or inability or refusal of the President to act, the Vice President shall assume the authority and perform the duties of the President. If the Board of Directors appoints more than one Vice President, the seniority of the Vice Presidents shall be determined from their dates of appointment unless the Board of Directors shall otherwise specify.

Section 4.04.    Secretary.  Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Secretary shall serve under the direction of the President. The Secretary shall attend all meetings of the Shareholders and the Board of Directors and record the proceedings thereof. The Secretary shall give, or cause to be given, all notices in connection with such meetings. The Secretary shall be the custodian of the Corporate seal and affix the seal to any document requiring it.

Section 4.05.    Treasurer.  Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Treasurer shall serve under the direction of the President. The Treasurer shall, under the direction of the President, keep safe custody of the Corporation’s funds and maintain complete and accurate books and records of account. The Treasurer shall upon request report to the Board of Directors on the financial condition of the Corporation.

Section 4.06.    Assistant Officers.  Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Assistant Secretaries and Assistant Treasurers, if any, shall serve under the immediate direction of the Secretary and the Treasurer, respectively, and under the ultimate direction of the President. The Assistant Officers shall assume the authority and perform the duties of their respective immediate superior officer as may be necessary in the absence, incapacity, or inability or refusal of such immediate superior officer to act. The seniority of Assistant Officers shall be determined from their dates of appointment unless the Board of Directors shall otherwise specify.

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Section 4.07.    Removal.  Except as may otherwise be provided by law or in the Articles of Incorporation, any officer may be removed by the Board of Directors with or without cause at any time.

ARTICLE V

CONTRACTS AND LOANS

Section 5.01.    Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.02.    Loans.  No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors, and such authority may be general or confined to specific instances.

ARTICLE VI

MISCELLANEOUS

Section 6.01.    Amendments.  These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Directors, subject to the right of the shareholders to alter, adopt, amend, or repeal Bylaws as provided in the Act.

Section 6.02.    Severability.  Any provision of these Bylaws, or any amendment or alteration thereof, which is determined to be in violation of the Act shall not in any way render any of the remaining provisions invalid.

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EX-3.2.12

Exhibit 3.2.12

BY-LAWS

OF

GULF PUBLISHING COMPANY, INC.

ARTICLE I

Shareholders

Section 1 - Place of Meetings:  Meetings of shareholders for any purpose may be held at such place within or without the State of Mississippi as may be designated by the Board of Directors.

Section 2 - Annual Meeting:  The annual meeting of shareholders of the Company for the election of directors and for the transaction of such other business may properly come before the meeting, shall be held at the principal office of the company or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting at such time and upon such date during the month of April in each year as the Board of Directors may determine.

Section 3 - Special Meetings:  Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, the President or by the Board or by a request in writing by persons who hold ten percent (10%) of all shares outstanding and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting.

Section 4 - Notice of Meetings:  Not less than ten (10) nor more than sixty (60) days before the date fixed for a meeting of shareholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the Secretary or an Assistant Secretary, or any other person or persons required or permitted by law to give such notice. In the case of a special meeting the business to be transacted shall be limited to the purposes stated in the notice. The notice shall be given personally or by mail or by other means of written communications to each shareholder entitled to notice of the meeting who is of record as of the day preceding the day on which notice is given or, if a record date therefore is duly fixed, of record as of such date. If mailed, the notice shall be addressed to the shareholders at the respective addresses as they appear on the records of the Company. Notice of the time, place, and purpose of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filled with or entered upon the records of the meeting.

Section 5 - Quorum; Adjournment:  The presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the Articles of Incorporation. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the shareholders unless a greater vote is required by law or the Articles of Incorporation. If a quorum shall not be present or represented, those present in person or represented by proxy shall have power to adjourn the meeting, from time to time, without notice if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which

might have been transacted at the meeting as originally notified. If, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting in accordance with Section 4 of this Article.

Section 6 - - Proxies:  Any shareholder entitled to vote or express his consent or dissent at a meeting of shareholders may do so in person or may be represented by proxy, appointed by an instrument in writing, signed by the shareholder or by his duly authorized attorney-in-fact.

Section 7 - Consent Without a Meeting:  Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

Shares

Section 1 - Form of Certificates and Signatures:  Each holder of shares is entitled to one or more certificates, signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Company, which shall certify the number and class of shares held by him in the Company, no certificate for shares shall be executed or delivered until such shares are fully paid. The signatures of any said officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or any employee of the corporation. In case any of said officers who signed or whose facsimile signature has been laced upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance.

Section 2 - Transfer of Shares:  Shares of the Company, shall be transferrable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require.

Section 3 - Lost, Stolen, or Destroyed Certificates:  The Company may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen or destroyed, and the Board may, in its discretion, require the owner, or his legal representatives, to give the Company a bond containing such terms as the Board may require to protect the Company or any person injured by the execution and delivery of a new certificate.

Section 4 - Transfer Agents and Registrars:  The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of such transfer agents and registrars, or any of them. The Board shall have the authority

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to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Company.

Section 5 - Fixing a Record Date:  In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. The record date for the purpose of the determination of shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.

ARTICLE III

Board of Directors

Section 1 - Authority:  Except where the law, the Articles of Incorporation, or these By-laws require action to be authorized or taken by shareholders, all of the authority of the Company shall be exercised by the directors.

Section 2 - Number of; Qualifications:  The number of directors which shall constitute the whole Board shall not be less than three (3), the exact number of which shall be fixed from time to time by a majority vote of the members of the entire Board or by the vote or written assent of the holders of shares at the time entitled to vote in the election of directors.

Section 3 - Election of Directors; Vacancies:  The directors shall be elected at each annual meeting of shareholders or at a special meeting called for the purpose of electing directors. At a meeting of shareholders, at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors, and the candidates receiving the greatest number of votes shall be elected. In the event of the occurrence of any vacancy or vacancies in the Board, including any vacancy created by reason of an increase in the number of directors, the remaining directors, though less than a majority of the whole authorized number of directors, may, by vote of a majority of their number, fill any such vacancy for the unexpired terms.

Section 4 - Term of Office, Resignations:  Directors shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier resignation, removal from office, or death. Any director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Company, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 5 - Meetings:  Immediately after each annual meeting of the shareholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by these By-laws or the Board. Special meetings of the Board may be called by the President or any Vice President or the Secretary or any two directors

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upon at least two (2) days notice either by personal delivery or by mail, telegram or cablegram before the meeting.

Section 6 - Quorum; Adjournment:  A quorum of the Board shall consist of a majority of the directors then in office; provided that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn the meeting to another time and place. Notice of any adjournment to another time or place shall be given to the directors who were not present at the time of adjournment and, unless the time and place of the adjourned meeting are announced, to the other directors. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these By-laws otherwise expressly provided.

Section 7 - Appointment of Committees:  The Board of Directors, by resolution adopted by a majority of the directors then in office, may appoint such committees, in addition to the Executive Committee, as it may consider proper, and such committee shall exercise such powers and duties as the Board from time to time may prescribe, subject to the Articles of Incorporation, these By-laws and applicable laws.

Section 8 - Action Without a Meeting:  Any action required by law to be taken at a meeting of the directors of the Company, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if consent in writing, setting fort the action so to be taken, signed by all the directors, or all members of the committed, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

Section 9 - Contracts:  No officer, director or shareholder of the corporation shall be disqualified by his office, membership on the Board of Directors or stock ownership, from dealing or contracting with the corporation as a vendor, purchaser, employee, agent or in any other similar or dissimilar capacity, nor shall any transaction, contract or act of the corporation be void or voidable of in any way effected or invalidated by reason of the fact that any such officer, director or shareholder of the corporation, any firm of which he may be a member or any other corporation of which he may be an officer, director or shareholder is disclosed to or known by the Board of Directors of this corporation or such members thereof as shall be present at any meeting at which action is taken upon any such transaction, contract or act. Neither shall such officer, director or shareholder be accountable or otherwise, responsible to the corporation for or in connection with any such action, contract or act of for any gains or profits realized by him by reason of the fact that he, any firm of which he is a member, or any other corporation of which he is an officer, director or shareholder, is interested in any such transaction, contract or act. Any such officer, director or shareholder, if he is a director, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action upon any such transaction, contract or act and he may vote at such meeting to authorize, adopt, ratify, or approve any such transaction, contract or act to the same extent as if he, any firm of which he is a member or any other corporation of which he is an officer, director or shareholder were not interested in such transaction, contract or act.

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ARTICLE IV

Executive Committee

Section 1 - Membership; Appointment:  The Board may appoint not less than three (3) directors who together shall constitute the Executive Committee. The directors may appoint one or more directors as alternate members of the Committee, who may take the place of any absent member or members at any meeting of the Committee. Vacancies in the Executive Committee may be filled at any meeting of the Board.

Section 2 - Powers; Duties:  The Executive committee shall advise with and aid the officers of the Company in all matters concerning its interests and the management of the business. When the Board is not in session, the Executive Committee shall have and may exercise all the powers of the Board, so far as may be delegated legally, with reference to the conduct of the business of the Company, except that the Executive Committee shall not take any action with respect to:

(a)    Approve or recommend to shareholders actions or proposals required by law to be approved by shareholders.

(b)    Designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c)    Fill vacancies on the Board of Directors or any committee thereof.

(d)    Amend the By-laws.

(e)    Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors.

(f)    Authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board by resolution or by adoption of a stock option or other plan, authorize the Executive Committee to fix the terms of any contract for the sale of the share and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, and voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State under the applicable law.

Section 3 - Record of Meetings:  The Executive Committee shall appoint its Secretary who shall keep the minutes of the meeting of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for their information.

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ARTICLE V

Officers

Section 1 - Election and Designation of Officers:  The officers of the Company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion may elect a chairman of the Board of Directors who, when present, shall have such other powers as the Board and these By-laws shall prescribe. There may also be one or more Assistant Secretaries and Assistant Treasurers, as may from time to time be elected by the Board. A person may hold more than one office providing the duties therof can be consistently performed by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 2 - Term of Office; Vacancies:  The officers of the Company shall hold office until the next organization meeting of the Board and until their successors are elected and qualified, except in case of resignation, death or removal. The Board, without prejudice to the contract rights of such officer, may remove any officer elected or appointed by the Board at any time with or without cause by a majority vote of the members of the Board then in office. Any officer elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer. The Board may fill any vacancy in any office occurring from whatever reason, may delegate one or more officers any of the duties of any officer or officers and prescribe the duties of any officer.

Section 3 - Chairman of the Board - Duties:  The Chairman of the Board shall preside at all meetings of the shareholders and of the Board and shall have such duties and powers as may be prescribed for him from time to time by the Board of Directors.

Section 4 - President - Duties:  The President shall perform the duties of the Chairman of the Board in the event of his absence or disability, or in the event a Chairman has not been designated by the Board, and he shall perform such duties as may be prescribed for him from time to time by the Board of Directors.

Section 5 - Vice President - Duties:  Each Vice President shall have the power and duties incident to that office and shall have such other duties as may be prescribed from time to time by the Board of Directors. In case of the absence or disability of the President, or when circumstances prevent the President from acting, a Vice President of the Company shall perform all the duties and possess all the authority of the President, and shall have priority in the performance of such duties and exercise of such authority in the order determined by the Board. Each Vice President may sign and execute on behalf and in the name of the Company bonds, contracts, instruments and documents authorized by the Board.

Section 6 - Secretary - - Duties:  The Secretary shall attend all meetings of the shareholders and of the Board, and record all votes and the minutes of all proceedings in a book provided for the purpose, and, when required, he shall perform like duties for the standing committees, if any, elected or appointed by the Board. The Secretary shall see that proper notice, when required, is given of all meetings of the shareholders and of the Board. The Secretary may sign with the Chairman of the

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Board, the President or any Vice President on behalf and in the name of the Company all contracts and other instruments authorized by the Board. The Secretary may sign or his facsimile signature, with that of the President or one of the Vice Presidents, may be used to sign certificates for shares of the capital stock of the Company. The Secretary shall keep in safe custody the seal of the Company and whenever authorized by the Board, shall attest and affix the seal to any contract or other instrument requiring the same. The Secretary shall keep in safe custody all contracts and such books, records and other papers as the Board may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the office of the Company during business hours, and he shall in general perform all the duties usually incident to the office of Secretary, subject to the control of the Board.

Section 7 - Treasurer - Duties:  The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Company, and shall have the care and custody of all funds and securities of the Company and deposit such funds in the name of the Company in such bank or banks as the Board may designate. The Treasurer is authorized to sign al checks, drafts, notes, bills of exchange, orders for the payment of money and negotiable instruments of the Company, but no such instruments shall be signed in blank. He shall disburse the funds of the Company as may be ordered by the Board or the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any director, and also, provided the Board or the President so orders, to any shareholder of the Company upon application at the office of the Company by such shareholder during business hours; and he shall give such bonds for the faithful performance of his duties as the Board or the President may determine, and he shall perform such other duties as may be incident to his office.

Section 8 - Other Officers - Duties:  The Assistant Secretaries and Assistant Treasurers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers.

ARTICLE VI

Compensation

The Board, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, shall have authority to fix the compensation of directors and officers for services in any capacity.

ARTICLE VII

Indemnification

The Company shall indemnify all persons whom it may lawfully indemnify, to the full extent permitted by law.

ARTICLE VIII

Executive of Contracts,

Vouchers, and Negotiable Instruments

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The Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, contracts, Indentures, deeds, conveyances, leases, declarations, communications and other instruments and documents, and the Board may authorize any of the officers of the company or any other person or persons, either singly or with another officer or person as the Board may direct, to sign, on behalf and in the name of the Company, manually or by facsimile signature, checks, drafts, notes, bonds, debentures, bills of exchange and orders for the payment of money. In case any of the officers of the Company who shall have signed, or whose facsimile signature or signatures shall have been used, as aforesaid, upon any such document, instrument or security shall cease to be such officer of the Company before such document, instrument or security, upon due delivery or issuance thereof, shall be valid and effective as though the person or persons who signed or whose facsimile signature or signatures were used upon such document, instrument, or security had not ceased to be such officer of the Company.

ARTICLE IX

Authority to Transfer and Vote Securities

The Chairman of the Board, the President, and each Vice President of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers, and releases with respect thereto, or to cause such action to be taken.

ARTICLE X

Amendments

Except as otherwise provided by law, the By-laws of the Company may be adopted, altered, amended, or repealed by the Board of Directors, provided however, the shareholders may repeal, alter, or amend By-laws adopted by the Board of Directors, may adopt new By-laws, and may prescribe that any By-laws made by them may not be altered, amended, or repealed by the Board of Directors.

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EX-3.2.13

Exhibit 3.2.13

AMENDED AND RESTATED

BYLAWS

OF

HLB NEWSPAPERS, INC.

ARTICLE I

OFFICES

The principal office of the Corporation is to be located at 2100 Q Street, Sacramento, California 95816. The Corporation may also have offices and branch offices at such other places within and without the State of Missouri as the board of directors of the Corporation may from time to time designate and the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

2.1    Place of Meeting.  Any annual or special meeting of the shareholders of the Corporation is to be held at such place within or without the State of Missouri as may be designated by the board of directors or executive committee of the Corporation or in a waiver of notice executed by all shareholders of the Corporation entitled to vote at such meeting. If there is a failure to designate a place for such meetings, the same is to be held at the principal place of business of the Corporation.

2.2    Meetings.  The annual meeting of the Corporation’s shareholders is to be held each year on the first Tuesday of the third month following the close of each fiscal year of the Corporation at the hour of 10:00 A.M., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. Special meetings of the shareholders may be called at any time by the Corporation’s president or any member of the board of directors, or by the

holders of not less than one-fifth of all the outstanding shares of the Corporation entitled to vote at such meeting.

2.3    Quorum of Outstanding Shares.  A majority of the outstanding shares of the Corporation entitled to vote at any meeting of the Corporation’s shareholders represented in person or by proxy at such meeting constitutes a quorum of shareholders of the Corporation. In no event may a quorum consist of less than a majority of the outstanding shares of the Corporation entitled to vote. Less than such quorum has the right successively to adjourn the meeting to a specified date not longer than 90 days after such adjournment, and no notice need be given of such adjournment to shareholders of the Corporation not present at the meeting. Every decision of a majority of such quorum is valid as a corporate act of the Corporation.

2.4    Notice of Shareholders’ Meetings.  Written or printed notice of each meeting of shareholders stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered or given not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail. Notice of an annual meeting of the Corporation’s shareholders is to be given by the secretary of the Corporation. Notice of a special meeting of the Corporation’s shareholders is to be given by the secretary of the Corporation or the person calling the meeting. Any notice of a shareholders’ meeting sent by mail is deemed delivered when deposited in the United States mail, with postage thereon prepaid, addressed to each shareholder at his address as it appears on the records of the Corporation. Attendance of a shareholder at any meeting constitutes a waiver of notice of such meeting except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

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2.5    Waiver of Notice.  Any notice required by these Bylaws may be waived by the persons entitled thereto by signing a waiver of notice before or after the time of such meeting and such waiver is equivalent to the giving of such notice.

2.6    Closing of Transfer Books or Fixing of Record Date.  The board of directors of the Corporation has the power to close the transfer books of the Corporation for a period not exceeding 70 days preceding the date of any meeting of shareholders or the date of payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares goes into effect. However, in lieu of closing the stock transfer books, the board of directors may fix in advance a date, not exceeding 70 days preceding the dates of the aforenamed occurrences, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares. In such case, such shareholders, and only such shareholders as are shareholders of the Corporation of record on the date of closing the transfer books or on the record date so fixed, are entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after such date of closing of the transfer books or such record date so fixed. If the board of directors does not close the transfer books or set a record date for the determination of the shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business on the 20th day preceding the date of the meeting are entitled to notice of, and to vote at, the meeting and any adjournment of the meeting. However, if prior to the

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meeting written waivers of notice of the meeting are signed and delivered to the Corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened are entitled to vote at the meeting and any adjournment of the meeting.

2.7    List of Voters.  A complete list of all shareholders entitled to vote at any annual and special meeting of the Corporation’s shareholders is to be compiled at least ten days before such meeting by the officer or agent having charge of the transfer books for shares of stock of the Corporation. Such list is to be compiled in alphabetical order with the address and the number of shares held by each shareholder. The list must be kept on file in the registered office of the Corporation for a period of at least ten days prior to such meeting and must be open to inspection by any stockholder for such period during usual business hours. Such list must also be present and kept open at the time and place of such meeting and is subject to the inspection of any shareholder during such meeting. The original share ledger or transfer book, or a duplicate thereof kept in Missouri, is prima facie evidence as to who are the shareholders of the Corporation entitled to examine such list or share ledger or transfer book, or to vote at any meeting of shareholders. Failure to comply with the requirements of this section does not affect the validity of any action taken at such meeting.

2.8    Proxies.  A shareholder may, at any annual or special meeting, vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact. Such proxy must be filed with the secretary of the Corporation before or at the time of the meeting. No proxy is valid after 11 months from the date of execution unless otherwise provided in the proxy.

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2.9    Voting of Shares.  Each outstanding share of stock having voting rights, except as provided in Section 2.11, is entitled to one vote upon each matter submitted to a vote at any meeting of the shareholders of the Corporation.

2.10    Voting of Shares of Certain Holders.

(a)    Shares of stock in the name of another corporation, foreign or domestic, are to be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the board of directors of such corporation may determine.

(b)    Shares of stock in the name of a deceased person are to be voted by his executor or administrator in person or by proxy.

(c)    Shares of stock in the name of a guardian, curator or trustee are to be voted by such fiduciary either in person or by proxy provided the books of the Corporation show the stock to be in the name of such fiduciary in such capacity.

(d)    Shares of stock in the name of a receiver are to be voted by such receiver, and shares held by, or in the control of, a receiver are to be voted by such receiver without the transfer thereof into his name, if such voting authority is contained in an appropriate order of the court by which such receiver was appointed.

(e)    Shares of stock which have been pledged are to be voted by the pledgor until the shares of stock have been transferred into the name of the pledgee, and thereafter, the pledgee is entitled to vote the shares so transferred.

2.11    Cumulative Voting.  In all elections for directors of the Corporation, each shareholder of the Corporation has as many votes as equal the number of voting shares held by such shareholder in the Corporation, multiplied by the number of directors to be elected. Each shareholder may cast

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all his votes, either in person or by proxy, for one candidate or distribute them among two or more candidates.

2.12    Informal Action by Shareholders.  Any action required by The General and Business Corporation Law of Missouri to be taken at a meeting of the shareholders of the Corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if all of the shareholders entitled to vote with respect to the subject matter thereof sign written consents that set forth the action so taken. Such consents have the same force and effect as a unanimous vote of the shareholders at a meeting duly held, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Missouri or any other state in the United States of America. The Corporation’s secretary is to file such consents with the minutes of the meetings of the shareholders of the Corporation.

2.13    Rules of Meetings.  The chairman of the board of directors of the Corporation is to preside at all meetings of the shareholders, or, in his absence, the president of the Corporation is to preside. If neither the chairman of the board nor the president are available, the party who called the meeting is to preside. To the extent not inconsistent with these Bylaws, the Robert’s Rules of Order govern all meetings of the Corporation’s shareholders.

2.14    Tele-Participation in Meetings.  Shareholders may participate in a meeting of the shareholders of the Corporation by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

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ARTICLE III

BOARD OF DIRECTORS

3.1    General Powers.  The business, property and affairs of the Corporation is to be controlled and managed by its board of directors.

3.2    Number, Election, Duration and Vacancies.  The initial number of directors of the Corporation is designated in the Articles of Incorporation. Thereafter, the number of directors may be changed by the Corporation’s shareholders in a special or annual meeting. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders entitled to vote are to elect directors to hold office until the next annual meeting, except as herein provided. Each director is to hold office for the term for which he is elected or until his successor has been elected and qualified. In case of the death or resignation or disqualification of one or more of the directors, a majority of the remaining directors are to fill such vacancy or vacancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vacancy is to serve as such until the next annual meeting of the shareholders, except as herein provided.

3.3    Quorum.  A majority of the board of directors of the Corporation constitutes a quorum for the transaction of business at a meeting of the board of directors, and the act of the majority of such quorum present at any such meeting is the act of the board of directors.

3.4    Meetings.  The annual meeting of the board of directors is to be held at the same place as the annual meeting of the shareholders of the Corporation and immediately following such meeting. In the event of adjournment of such annual meeting of the board of directors because a quorum is not present or otherwise, such meeting may be held, without further notice, at any place

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within or without the State of Missouri as may be designated by the directors adjourning such meeting, provided a quorum is then present at such next meeting, but in no event may such meeting be conducted later than 30 days after the annual meeting of shareholders. All other meetings of the board of directors are to be held at the principal place of business of the Corporation or at such other place within or without the State of Missouri as may be designated by the board of directors or by the executive committee in absence of such designation by the board of directors. Regular meetings of the board of directors may be held without notice at such time and place as may be determined by the board of directors. Special meetings of the board of directors may be held at any time upon the call of the president, vice president or other officer of the Corporation or the call of any director.

3.5    Notice.  Notice of any special meeting of the board of directors must be given at least two days prior thereto in writing delivered personally or mailed to each director. Notice given by mail is deemed to be delivered one day after deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Notice to a director may be waived by executing a written waiver thereof or by attendance at any meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Notice or waiver of notice of any regular or special meeting of the board of directors may but need not state the business to be transacted nor the purpose thereof, except as otherwise required by these Bylaws.

3.6    Compensation.  Directors, as such, are not to receive a stated salary for their services, but, by resolution of the board of directors, may be allowed a fixed sum and expenses of attendance, if any, for attendance at any meeting of the board of directors. Nothing contained herein precludes a director from serving the Corporation in any other capacity and receiving compensation therefor.

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3.7    Presumption of Assent.  A director of the Corporation is presumed to have assented to the action taken on any corporate matter at a board of directors meeting at which he is present, unless his dissent is entered in the minutes of the meeting or unless he forwards such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. A director who voted in favor of such action may not so dissent.

3.8    Action by Unanimous Consent of Directors.  In accordance with Section 351.340 of The General and Business Corporation Law of Missouri, if all the directors severally or collectively consent in writing to any action taken or to be taken by the directors, such consents have the same force and effect as a unanimous vote of the directors at a meeting duly held, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Missouri or any other state in the United States of America. The secretary of the Corporation is to file such consents with the minutes of the meetings of the board of directors. Formal meetings of the directors need not be held where the action of all the directors are consented to in writing.

3.9    Resignation or Disqualification.

(a)    A director may resign at any time for any reason. Any such resignation must be in writing and must be delivered to the chairman of the board, the president or the secretary of the Corporation. A resignation is effective upon such delivery.

(b)    A director may be removed with or without cause only by a vote of the shareholders of the Corporation. Such director, if he is to be removed for cause, must be made fully aware of the allegations lodged against him and given an opportunity to defend his actions if he so chooses. The removal procedure is to be conducted at a special meeting of the shareholders called for such purpose. The director may be removed only upon the vote of a majority of the shareholders

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present (either in person or by proxy) at such meeting, provided there is a quorum; provided, however, that no director may be removed if the votes cast against his removal would be sufficient to elect him pursuant to Section 2.11.

3.10    Rules of Meetings.  The chairman of the board of directors is to preside at all meetings of the board of directors, or, in his absence, the president of the corporation is to preside. If neither the chairman of the board nor the president is available or able to preside, the party who called the meeting is to preside. To the extent not inconsistent with these Bylaws, the Robert’s Rules of Order govern all meetings of the Corporation’s board of directors. Except as permitted by Section 351.327 of The General and Business Corporation Law of Missouri, no director’s vote is to be counted in determining a majority of votes if such director is not “disinterested.”

3.11    Tele-Participation in Meetings.  Directors may participate in a meeting of the board of directors by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

ARTICLE IV

COMMITTEES

4.1    Executive Committee.  An executive committee of two or more directors may be created by a majority vote of the entire board of directors to serve at the pleasure of the board, and one of such directors is to be designated to act as chairman thereof. The board of directors is to fill the vacancies on the committee. Between meetings of the board of directors, the executive committee, if it is created, possesses and may exercise any and all powers of the board of directors in the management of the business and affairs of the Corporation to the extent authorized by resolution

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adopted by a majority vote of the entire board of directors. The executive committee is to keep a complete record of its activities and regularly report them to the board of directors at every meeting thereof. All actions taken by the executive committee are subject to revision, alteration or change by the board of directors, provided that rights of third persons may not be affected thereby.

4.2    Meetings of the Executive Committee.  A majority of the executive committee constitutes a quorum for the transaction of business. The executive committee may determine the time and place for its meetings, the notice necessary therefor and its rules of procedure.

4.3    Other Committees.  The board of directors, by resolution, may provide for such other committees as it deems necessary or desirable to serve at its pleasure and to have such powers and perform such functions as may be assigned to them.

ARTICLE V

OFFICERS

5.1    Executive Officers.  Executive officers of the Corporation are the president and a secretary, and, if so elected by the board of directors, a chairman, one or more vice presidents, a treasurer, assistant secretaries and assistant treasurers. The president is to be selected from the board of directors.

5.2    Election and Term.  The president and secretary are to be elected at the first meeting of the board of directors following the annual meeting of the shareholders, and hold office at the pleasure of the board of directors until their successors are elected or until they are removed as provided herein. A vice president, chairman, assistant secretaries, treasurer and assistant treasurers may be elected by the board of directors at any meeting thereof to hold office at the pleasure of the

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board of directors. If more than one vice president should be elected, the board of directors at the time of the election is to determine the seniority of each of the vice presidents.

5.3    Removal.  An officer of the Corporation elected by the board of directors may be removed with or without cause at any time only by a vote of the board of directors. The officer may be removed only upon the vote of a majority of the directors present at such meeting, provided there is a quorum. However, if the officer to be removed is a director, he may not vote on his removal. Such removal is without prejudice to the contract rights, if any, of such officer.

5.4    Vacancies.  A vacancy in any office caused by the death, resignation or removal of the officer or otherwise may but need not be filled by the board of directors for the unexpired term.

5.5    Compensation.  The board of directors is to determine the compensation to be received by the officers of the Corporation and agents appointed by the board of directors.

5.6    Bond.  The board of directors, by resolution, may require the officers and agents of the Corporation, or any of them, to give bond to the Corporation, in sufficient amount and with sufficient surety, to secure the faithful performance of their duties and to comply with such other conditions as the board of directors may from time to time require.

5.7    Resignation.  An officer of the Corporation may resign at any time for any reason. Any such resignation must be in writing and be delivered to the chairman of the board, the president or the secretary of the Corporation. A resignation is effective upon such delivery.

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ARTICLE VI

DUTIES OF OFFICERS

6.1    Chairman.  The chairman of the board of directors, if one is elected, is to preside at all meetings of the board of directors and has and is to perform such other duties as from time to time may be assigned to him by the board of directors.

6.2    The President.  The president is to supervise and control the business, property and affairs of the Corporation, subject to the authority hereinabove given to the board of directors, and is to preside at all meetings of the shareholders and of the board of directors in the absence of the chairman of the board. The president is to perform all duties incident to his office, including executing all certificates for shares of stock of the Corporation, deeds, mortgages, bonds, contracts or other instruments, except where the execution thereof is expressly delegated by the board of directors or the Bylaws to another officer or agent of the Corporation, or is required by law to be otherwise executed.

6.3    Vice Presidents.  The vice presidents, if elected, are to perform the duties and exercise the powers delegated to them by the board of directors or the president of the Corporation. In the absence of the president, the vice presidents in order of their seniority are to perform the duties and exercise the powers of the president.

6.4    The Secretary.  The secretary is to attend all meetings of the shareholders, board of directors, and executive committee, and is to record votes and keep minutes of such meetings in one or more books provided for that purpose. In addition, in the absence of the president, the secretary is to perform the duties and exercise the powers of the president if no vice president is elected. He is to give all notices in the manner required by these Bylaws or by law. He is the custodian of the

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corporate records and corporate seal and, when authorized by the board of directors, executive committee, president or vice president, is to affix the seal to any document or instrument of the Corporation requiring the Corporation’s seal. He has general charge of the stock transfer books of the Corporation and is to keep a list of the post office addresses of each shareholder. He is, in general, to perform all duties incident to the office of secretary and perform such other duties as may be required by the board of directors, executive committee or the president, under whose supervision he is. If the secretary is absent from any meeting, the board of directors or executive committee may select any of their number, or any assistant secretary, to act as temporary secretary.

6.5    Treasurer.  The treasurer, if elected, and if no treasurer is elected, then the secretary, has control and custody of the funds and securities of the Corporation. He is to keep and maintain in books and records of the Corporation accurate accounts of receipts and disbursements, and he is to deposit all monies and valuable effects of the Corporation in the name of the Corporation in such depositories as the board of directors or executive committee or president may designate. He is to make disbursements of the funds and securities of the Corporation upon order of the board of directors or executive committee and obtain proper vouchers therefor. He is to report to the board of directors and executive committee, at all meetings thereof, concerning the financial condition of the Corporation and the performance of his duties as treasurer. In general, he is to perform all duties incident to the office of treasurer. He is, upon request of the board of directors or executive committee, to furnish a bond for the faithful performance of his duties in such amount and with such surety as either of them may require.

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6.6    Assistant Officers.  Any assistant secretaries or assistant treasurers elected by the board of directors have such authority and are to perform such duties as the board of directors may, from time to time, prescribe.

6.7    Subordinate Officers.  The board of directors may elect such subordinate officers as it deems necessary or desirable to serve for such period and have such authority and perform such duties as the board of directors may authorize.

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1    Certificates for Shares.  The board of directors is to prescribe the form of the certificate of stock of the Corporation. The certificate is to be signed by the president or vice president and by the secretary, treasurer or assistant secretary or assistant treasurer, is to be sealed with the seal of the Corporation and is to be numbered consecutively. The name of the owner of the certificate, the number of shares of stock represented thereby, and the date of issue are to be recorded on the books of the Corporation. Certificates of stock surrendered to the Corporation for transfer are to be canceled, and new certificates of stock representing the transferred shares issued. New stock certificates may be issued to replace lost, destroyed or mutilated certificates upon such terms and with such security to the Corporation as the board of directors may require.

7.2    Transfer of Shares.  Shares of stock of the Corporation may be transferred on the books of the Corporation by the delivery of the certificates representing such shares to the Corporation for cancellation, and with an assignment in writing on the back of the certificate executed by the person named in the certificates as the owner thereof, or by a written power of attorney executed for such purpose by such person. The person registered on the books of the

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Corporation as the owner of shares of stock of the Corporation is deemed the owner thereof and is entitled to all rights of ownership with respect to such shares.

7.3    Transfer Books.  Transfer books are to be maintained under the direction of the secretary, showing the ownership and transfer of all certificates of stock issued by the Corporation.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation is to be established from time to time by resolution of the board of directors of the Corporation.

ARTICLE IX

SEAL

The seal of the Corporation is to be in the form of a circle, and is to have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “Missouri”. The form of the seal of the Corporation may be changed from time to time by resolution of the board of directors.

ARTICLE X

CONTRACTS, LOANS, CHECKS AND DEPOSITS

10.1    Contracts.  The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation as the board determines, and such authority may be general or confined to specific instances.

10.2    Loans.  No loans may be contracted on behalf of the Corporation and no evidences of indebtedness may be issued in the Corporation’s name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

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10.3    Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation are to be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time may be determined by resolution of the board of directors.

10.4    Deposits.  All funds of the Corporation not otherwise employed are to be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE XI

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to these Bylaws, the articles of incorporation of the Corporation, or the corporate laws of the State of Missouri, a written waiver thereof signed by the person or persons entitled thereto, whether before or after the time stated therein, satisfies such requirement of notice.

ARTICLE XII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

AGAINST LIABILITIES AND EXPENSES IN ACTION

12.1    Indemnification with Respect to Third Party Actions.  The Corporation is to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of this Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner, trustee or agent of another corporation,

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partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

12.2    Indemnification with Respect to Actions by or in the Right of the Corporation.  The Corporation is to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines, taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indemnification is to be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless and only to the extent

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that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper. Any indemnification under this Section 12.2 (unless ordered by a court) is to be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, partner, trustee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this Section 12.2. Such determination is to be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

12.3    Payment of Expenses in Advance of Disposition of Action.  Expenses incurred in defending any actual or threatened civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee, partner, trustee or agent to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article.

12.4    Indemnification Provided in This Article Non-Exclusive.  The indemnification provided by this Article is not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity while holding such office, and continues as to a

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person who has ceased to be a director, officer, employee, partner, trustee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

12.5    Definition of “Corporation”.  For the purposes of this Article, references to the “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee, partner, trustee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise stands in the same position under the provisions of this Article with respect to the resulting or surviving corporation in the same capacity.

12.6    Saving Clause.  In the event any provision of this Article is held invalid by any court of competent jurisdiction, such holding does not invalidate any other provision of this Article, and any other provisions of this Article is to be construed as if such invalid provision had not been contained in this Article.

ARTICLE XIII

AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws may be adopted by a vote of the majority of shares represented in person or by proxy and entitled to vote at any annual meeting of shareholders without notice or at any special meeting of shareholders with notice setting forth the terms of the proposed Bylaws, amendment, or repeal. The board of directors also has the power to make, alter, amend or repeal these Bylaws to the extent that such power may be vested in the board of directors by the articles of incorporation of the Corporation.

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EX-3.2.14

Exhibit 3.2.14

Limited Liability Company Agreement

of

Idaho Statesman Publishing, LLC

This Limited Liability Company Agreement of Idaho Statesman Publishing, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of the 23rd day of August, 2005, by Tallahassee Democrat, Inc. (the sole Member of the Company).

RECITALS

The Member desires to form the Company to engage in any lawful act or activity for which limited liability companies may be organized under the Delaware Limited Liability Company Act (the “Act”).

Therefore, the Member hereby forms a limited liability company under the Act on the following terms and conditions:

Section 1.    FORMATION

   1.1    Formation of Company.  The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation pursuant to the Act with the Delaware Secretary of State. A copy of the Certificate is attached to this Agreement as Exhibit A.

   1.2    Name.  The name of the Company is “Idaho Statesman Publishing, LLC” and all Company business shall be conducted under that name or such other names that comply with applicable law as the Member may select from time to time.

   1.3    Purpose and Scope.  Subject to the provisions of this Agreement and the Certificate, the purposes of the Company are to do all acts or things that may be necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes of the Company.

   1.4    Term.  The Company shall commence on the date the Certificate is filed and shall continue until dissolved pursuant to the terms of this Agreement or the Act.

   1.5    Office; Agent.  The registered office of the Company required by the Act to be maintained in the State of Delaware shall be located at 1209 Orange Street, City of Wilmington, County of New Castle, or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The name and address of the registered agent of the Company shall be The Corporation Trust Company at 1209 Orange Street, City of Wilmington, County of New Castle. The Company may have such other offices as the Member may designate from time to time.

   1.6    Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

   Act.  The Delaware Limited Liability Company Act, as amended from time to time.

   Agreement.  This Limited Liability Company Agreement, as originally executed and as amended, modified, supplemented or restated from time to time in accordance with its terms.

   Certificate.  The Certificate of Formation of the Company, as originally filed and as amended or restated from time to time in accordance with this Agreement and the Act.

   Company.  Idaho Statesman Publishing, LLC, a Delaware limited liability company.

   Member.  Tallahassee Democrat, Inc.

   Person.  An individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

Section 2.    CAPITALIZATION OF THE COMPANY

   2.1    Initial Contributions.  Promptly following the formation of the Company, the Member shall contribute $100 in cash to the Company.

   2.2    Additional Contributions.  The Member may, but shall have no obligation to, contribute additional capital to the Company, whether in cash or other property. If the Company does not have sufficient cash to pay its obligations, the Member may, but shall not be obligated to, advance all or part of the needed funds to or on behalf of the Company. An advance described in this Section may constitute a loan from the Member to the Company and may bear interest at a rate determined by the Member.

Section 3.    DISTRIBUTIONS AND ALLOCATIONS

   3.1    Distributions.  The Company may distribute cash or other property to the Member in such amounts and at such times as the Member may determine in its discretion; provided, however, no distribution shall be made by the Company if such distribution is prohibited by Section 18-607 of the Act. If the Member receives a distribution from the Company which is determined to have been prohibited by Section 18-607 of the Act, the Member shall, within thirty (30) days following notice, return such distribution to the Company.

   3.2    Allocations.  All items of income, gain, loss, deduction and credit of the Company shall be allocated to the Member.

Section 4.    MANAGEMENT

   4.1    Management by Member.  The business and affairs of the Company shall, be managed by the Member. The Member shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company.

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   4.2    Officers.  The Member may, from time to time, appoint one or more individuals to be officers of the Company. Any officers so appointed shall have such authority and perform such duties as the Member may, from time to time, delegate to them. Unless the Member decides otherwise, if the title of an officer is one commonly used for an officer of a business corporation formed under the Delaware General Corporation Law, the use of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office. Any number of offices may be held by the same individual.

Section 5.    INTERESTS OF MEMBERS

   5.1    Limited Liability.  Subject to the provisions of Section 18-502 of the Act, the Member shall have no personal liability for the expenses, liabilities or obligations of the Company. Subject to the provisions of Section 18-607 of the Act, the Member shall not be required to return any distribution made to it.

   5.2    Dissolved Member.  If the Member is dissolved or terminated, the powers of the Member may be exercised by its legal representative or successor. Upon the dissolution of the Member, the Company shall not dissolve but shall continue in existence.

Section 6.    MEETINGS OF MEMBERS

   6.1    Meetings Not Required.  The Company shall not be required to hold Member meetings.

Section 7.    ACCOUNTING MATTERS

   7.1    Maintenance of Records.   The Company shall keep books and records of accounts. The books and records shall be maintained on a basis determined by the Member.

   7.2    Tax Matters.  For federal income tax purposes, the Company shall be disregarded as an entity separate from the Member pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii). Subject to the preceding sentence, the Member shall cause to be prepared and filed all necessary tax returns for the Company.

Section 8.    DISSOLUTION AND LIQUIDATION

   8.1    Events of Dissolution.  Except as otherwise provided in this Agreement, the Company shall be dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

   (a)    Upon the election of the Member to dissolve the Company.

   (b)    Upon the sale or other disposition of all or substantially all of the assets and properties of the Company and distribution to the Member of the proceeds of the sale or other disposition.

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   8.2    Effect of Dissolution.  Upon any dissolution of the Company under this Agreement or the Act, except as otherwise provided in this Agreement, the continuing operation of the Company’s business shall be confined to those activities reasonably necessary to wind up the Company’s affairs, discharge its obligations, and liquidate its assets and properties in a businesslike manner.

   8.3    Liquidation and Termination.

   (a)    If the Company is dissolved, then an accounting of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs shall be made, and the affairs of the Company shall thereafter be promptly wound up and terminated. The Member will liquidate the assets of the Company as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following order:

   (1)    To the payment and discharge of all of the Company’s debts and liabilities to creditors (including the Member) in the order of priority as provided by law, other than liabilities for distributions to the Member; and

   (2)    The balance, if any, to the Member.

   (b)    After all of the assets of the Company have been distributed, the Company shall terminate.

   (c)    Notwithstanding anything to the contrary in this Agreement, upon liquidation of the Company, if the Member has a deficit or negative balance in the Member’s capital account (after giving effect to all contributions, distributions, allocations, and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any capital contribution to the Company, and the negative balance of the Member’s capital account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever.

   8.4    Certificate of Cancellation.  Upon the completion of the winding up of the affairs of the Company, the Member shall prepare, execute and deliver to the Delaware Secretary of State a certificate of cancellation in accordance with Section 18-203 of the Act.

Section 9.    GENERAL PROVISIONS

   9.1    Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, interpreted and enforced in accordance with the laws of the State of Delaware.

   9.2    Binding Effect.  This Agreement will be binding upon and inure to the benefit of the Member, and its distributees, successors and assigns.

   9.3    Headings.  All headings are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

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   9.4    Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under the present or future laws effective during the term of this Agreement, the provision will be fully severable; this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of the illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

   9.5    No Third Party Beneficiary.  This Agreement is made solely and specifically for the benefit of the Member, and its successors and assigns, and no other Person will have any rights, interest or claims or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

   9.6    Amendments.  Any amendment to this Agreement shall be in writing, dated and signed by the Member. If any conflict arises between the provisions of the amendment, or amendments, and the terms hereof, the most recent provisions shall govern and control.

   9.7    Exhibits.  The following Exhibits attached to this Agreement shall be deemed to be a part of this Agreement and are fully incorporated herein by this reference:

   Exhibit A                                    Certificate of Formation

   The Member has executed this Agreement as of the date set forth above.

Tallahassee Democrat, Inc., a Florida corporation
By	/s/ signature illegible
Its	Vice President and Treasurer

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EX-3.2.15

Exhibit 3.2.15

BYLAWS

OF

KELTATIM PUBLISHING COMPANY, INC.

October 31, 2008

ARTICLE I

Stockholders

Section 1 - Place of Meetings:  Meetings of stockholders for any purpose may be held at such place within or without the State of Kansas as may be designated by the Board of Directors.

Section 1 - Annual Meeting:  The annual meeting of stockholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the company or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting at such time and upon such date during the month of April in each year as the Board of Directors may determine.

Section 2 - Special Meetings:  Special meetings of the stockholders of the Company may be held on any business day, when called by the Chairman of the Board, the President or by the Board or by a request in writing by persons who hold ten percent (10%) or all shares entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting.

Section 3 - Notice of Meetings:  Not less than ten (10) nor more than fifty (50) days before the date fixed for a meeting of stockholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the Secretary or an Assistant Secretary, or any other person or persons required or permitted by law to give such notice. In the case of a special meeting the business to be transacted shall be limited to the purposes stated in the notice. The notice shall be given personally or by mail or by other means of written communications to each stockholder entitled to vote at such meeting. If mailed, the notice shall be addressed to the stockholders at the respective addresses as they appear on the records of the Company. Notice of the time, place, and purpose of any meeting of stockholders may be waived in writing, either before or after the holding of such meeting, by any stockholder, which writing shall be filed with or entered upon the records of the meeting.

Section 4 - Quorum: Adjournment:  The presence in person or by proxy of the holders of a majority of the shares entitled to vote thereat, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the Articles of Incorporation. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the stockholders unless a greater vote is required by law or the Articles of Incorporation. If a quorum shall not be present or represented, those present in person or represented by proxy shall have power to adjourn the meeting, from time to time, without notice if the time and place thereof are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or

represented any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5 - Proxies:  Any stockholder entitled to vote at a meeting of stockholders may do so in person or may be represented by proxy, appointed by an instrument in writing, signed by the stockholder or by his duly authorized attorney-in-fact. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

Section 6 - Cumulative Voting:  Any shareholder entitled to vote at any election of directors may cumulate his votes as provided by law.

Section 7 - Consent Without a Meeting:  Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by all the holders of outstanding stock entitled to vote thereon.

ARTICLE II

Shares

Section 1 - Form of Certificates and Signatures:  Each holder of shares is entitled to one or more certificates, signed by the Chairman of the Board, or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, which shall certify the number and class of shares held by him in the Company, but no certificate for shares shall be executed or delivered until such shares are fully paid. If such certificate is countersigned by a transfer agent or by a registrar other than the Company or its employee, any other signature on the certificate may be facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 2 - Transfer of Shares:  Shares of the Company, shall be transferrable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and-power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require.

Section 3 - Lost, Stolen, or Destroyed Certificates:  The Company may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the allegedly lost, stolen or destroyed certificate, or his legal representative, to give the Company a bond sufficient to indemnify

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it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate.

Section 4 - Transfer Agents and Registrars:  The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of such transfer agents and registrars, or any of them. The Board shall have the authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Company.

Section 5 - Fixing A Record Date:  In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than (60) days prior to any other action.

ARTICLE III

Board of Directors

Section 1 - Authority:  Except where the law, the Articles of Incorporation or these Bylaws require action to be authorized or taken by stockholders, all of the authority of the Company shall be exercised by the directors.

Section 2 - Number of; Qualifications:  The number of directors which shall constitute the whole Board shall be not less than three (3), the exact number of which shall be fixed from time to time by resolution of the Board of Directors or by the vote or written assent of the holders of the shares at the time entitled to vote in the election of cirectors.

Section 3 - Election of Directors:  The directors shall be elected at each meeting of stockholders or at a special meeting called for the purpose of electing directors. At a meeting of stockholders at which directors are to be elected, only persons nominated as candidates shall be eligible for eligible for election as directors and the candidates receiving the greatest number of votes shall be elected. Vacancies and newly created directorships resulting from an increase in the number of authorized directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Section 4 - Term of Office, Resignations:  Directors shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier resignation, removal from office, or death. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Company, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

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Section 5 - Meetings:  Immediately after each annual meeting of the stockholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by these Bylaws or the Board. Special meetings of the Board may be called by the Chairman of the Board or the President or any Vice President or the Secretary or any two directors upon four (4) days notice by mail or 48 hours notice delivered personally or by telephone or telegraph.

Section 6 - Quorum: Adjournment:  A quorum of the Board shall consist of a majority of the total number of directors; provided that a majority of the directors present at a meeting duly held, whether…or not a quorum is present, may adjourn the meeting to another time and place. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these Bylaws otherwise expressly provided.

Section 7 - Appointment of Committees:  The Board of Directors, by resolution passed by a majority of the whole Board, may appoint such committees, in addition to the Executive Committee, as it may consider proper, and such committees shall exercise such powers and duties as the Board from time to time may subscribe, subject to the Articles of Incorporation, these Bylaws and applicable laws.

Section 8 - Action Without a Meeting:  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, may be taken without a meeting, if all members of the. Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

Section 9 - Contracts:  No contract or transaction between the Company and one or more of its directors or officers, or between the Company and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if; the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorized the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or, the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorized the contract or transaction.

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ARTICLE IV

Executive Committee

Section 1 - Membership; Appointment:  The Board may appoint not less than three (3) directors who together shall constitute the Executive Committee. The directors may appoint one or more directors as alternate members of the Committee, who may take the place of any absent member or members at any meeting of the Committee. Vacancies in the Executive Committee may be filled at any meeting of the Board.

Section 2 - Powers; Duties:  The Executive Committee shall advise with and aid the officers of the Company in all matters concerning its interests and the management of the business. When the Board is not in session, the Executive Committee shall have and may exercise all the powers of the Board in the management of the business and affairs of the Company including the declaration of dividends, except that the Executive Committee shall not take any action with respect to:

(a)    Amending the Articles of Incorporation.

(b)    Adopting an agreement of merger or consolidation.

(c)    Recommending to the stockholders the sale, lease or exchange of all or substantially all of the Company’s property and assets.

(d)    Recommending to the stockholders a dissolution of the Company or a revocation of a dissolution.

(e)    Amending the Bylaws of the Company.

Section 3 - Meetings:  Regular meetings of the Executive Committee may be held without call or notice at such times and places as the Executive Committee from time to time may fix. Other meetings of the Executive Committee may be called by any member thereof either by oral, telegraphic or written notice not later than the day prior to the date set for such meeting. Such notice shall state the time and place of the meeting and if by telegraph or in writing shall be addressed to each member at his address as shown by the records of the Secretary. Upon request by any member, the Secretary shall give the required notice calling the meeting.

Section 4 - Quorum:  At any meeting of the Executive Committee, a majority of the members of the committee shall constitute a quorum. Any action of the Executive Committee to be effective must be authorized by in the affirmative vote of a majority of the members thereof present and, in any event, shall require not less than three (3).

Section 5 - Record of Meetings:  The Executive Committee shall appoint its Secretary who shall keep the minutes of the meeting of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for their information.

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ARTICLE V

Officers

Section 1 - Election and Designation of Officers:  The officers of the Company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion may elect a chairman of the Board of Directors who, when present, shall have such other powers as the Board and these Bylaws shall prescribe. There may also be one or more Assistant Secretaries and Assistant Treasurers, as may from time to time be elected by the Board. A person may hold more than one office providing the duties thereof can be consistently performed by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 2 - Term of Office; Vacancies:  The officers of the Company shall hold office until the next organization meeting of the Board and until their successors are elected and qualified, except in case of resignation, death or removal. The Board, without prejudice to the contract rights of such officer, may remove any officer at any time with or without cause by a majority vote of the members of the Board then in office. The Board may fill any vacancy in any office occurring from whatever reason, may delegate one (1) or more officers any of the duties of any officer or officers and prescribe the duties of any officer.

Section 3 - Chairman of the Board-Duties:  The Chairman of the Board shall preside at all meetings of the stockholders and of the Board and shall have such duties and powers as may be prescribed for him from time to time by the Board of Directors.

Section 4 - President; Duties:  The President shall perform the duties of the Chairman of the Board in the event of his absence or disability, or in the event a Chairman has not been designated by the Board, and he shall perform such duties as may be prescribed for him from time to time by the Board of Directors.

Section 5 - Vice President-Duties:  Each Vice President shall have the powers and duties incident to that office and shall have such other duties as may be prescribed from time to time by the Board of Directors. In case of the absence or disability of the President, or when circumstances prevent the President from acting, a Vice President of the Company shall perform all the duties and possess all the authority of the President, and shall have priority in the performance of such duties and exercise of such authority in the order determined by the Board. Each Vice President may sign and execute on behalf and in the name of the Company bonds, contracts, instruments and documents authorized by the Board.

Section 6 - Secretary-Duties:  The Secretary shall attend all meetings of the stockholders and of the Board, and record all votes and the minutes of all proceedings in a book provided for that purpose, and, when required, he shall perform like duties for the standing committees, if any, elected or appointed by the Board. The Secretary shall see that proper notice, when required, is given of all meetings of the stockholders and of the Board. The Secretary may sign with the Chairman of the Board, the President or any Vice President on behalf and in the name of the Company all contracts and other instruments authorized by the Board. The Secretary may sign or his facsimile signature,

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with that of the President or one of the Vice Presidents, may be used to sign certificates for shares of the capital stock of the Company. The Secretary shall keep in safe custody ‘the seal of the Company and whenever authorized by the Board, shall attest and affix the seal to any contract or other instrument requiring the same. The Secretary shall keep in safe custody all contracts and such books, records and other papers as the Board may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the office of the Company during business hours, and he shall in general perform all the duties usually incident to the office of Secretary, subject to the control of the Board.

Section 7 - Treasurer-Duties:  The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Company, and shall have the care and custody of all funds and securities of the Company and deposit such funds in the name of the Company in such bank or banks as the Board may designate. The Treasurer is authorized to sign all checks, drafts, notes, bills of exchange, orders for the payment of money and negotiable instruments of the Company, but no such instrument shall be signed in blank. He shall disburse the funds of the Company as may be ordered by the Board or the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any director, and also, provided the Board or the President so orders, to any stockholder of the Company upon application at the office of the Company by such stockholder during business hours; and he shall give such bonds for the faithful performance of his duties as the Board or the President may determine, and he shall perform such other duties as may be incident to his office.

Section 8 - Other Officers-Duties:  The Assistant Secretaries and Assistant Treasurers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers.

ARTICLE VI

Compensation

The Board, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, shall have authority to fix the compensation of directors and officers for services in any capacity.

ARTICLE VII

Indemnification

The Company shall indemnify all persons whom it may lawfully indemnify, to the full extent permitted by law.

ARTICLE VIII

Execution of Contracts,

Vouchers, and Negotiable Instruments

The Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, contracts, indentures, deeds, conveyances, leases, declarations,

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communications and other instruments and documents, and the Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, manually or by facsimile signature, checks, drafts, notes, bonds, debentures, bills of exchange and orders for the payment of money. In case any of the officers of the Company who shall have signed, or whose facsimile signature or signatuers shall have been used, as aforesaid, upon any such document, instrument or security shall cease to be such officer of the Company before such document, instrument or security, upon due delivery or issuance thereof, shall be valid and effective as though the person or persons who signed or whose facsimile signature or signatures were used upon such document, instrument, or security had not ceased to be such officer of the Company.

ARTICLE IX

Authority to Transfer and Vote Securities

The Chairman of the Board, the President, and each Vice President of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers, and. releases with respect thereto, or to cause any such action to be taken.

ARTICLE X

Amendments

Unless otherwise provided in the Articles of Incorporation, the right to make, alter or repeal these Bylaws is vested in the Board of Directors, subject to the right of the stockholders to make, alter or repeal the Bylaws.

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EX-3.2.16

Exhibit 3.2.16

BY-LAWS

OF

KEYNOTER PUBLISHING COMPANY, INC.

ARTICLE I

Shareholders

Section 1 - Place of Meetings:  Meetings of shareholders for my purpose may be held at such place within or without the State of Florida as may be designated by the Board of Director.

Section 2 - Annual Meeting:  The annual meeting of shareholders of the Company for the election of directors and for the transaction of such other business may properly come before the meeting, shall be held at the principal office of the company or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting at such time and upon such date during the month of April in each year as the Board of Directors may determine.

Section 3 - Special Meetings:  Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, the President or by the Board or by a request in writing by persons who hold ten percent (10%) of all shares outstanding and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting.

Section 4 - Notice of Meetings:  Not less than ten (10) nor more than sixty (60) days before the date fixed for a meeting of shareholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the Secretary or an Assistant Secretary, or any other person or persons required or permitted by law to give such notice. In the case of a special meeting the business to be transacted shall be limited to the purposes stated in the notice. The notice shall be given personally or by mail or by other means of written communications to each shareholder entitled to notice of the meeting who is of record as of the day preceding the day on which notice is given or, if a record date therefore is duly fixed, of record as of such date. If mailed, the notice shall be addressed to the shareholders at the respective addresses as they appear on the records of the Company. Notice of the time, place, and purpose of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filled with or entered upon the records of the meeting.

Section 5 - Quorum; Adjournment:  The presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the Articles of Incorporation. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the shareholders unless a greater vote is required by law or the Articles of Incorporation. If a quorum shall not be present or represented, those present in person or represented by proxy shall have power to adjourn the meeting, from time to time, without notice if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which

might have been transacted at the meeting as originally notified. If, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder or record entitled to vote at the meeting in accordance with Section 4 of this Article.

Section 6 - - Proxies:  Any shareholder entitled to vote or express his consent or dissent at a meeting of shareholders may do so in person or may be represented by proxy, appointed by an instrument in writing, signed by the shareholder or by his duly authorized attorney-in-fact.

Section 7 - Consent Without a Meeting:  Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

Shares

Section 1 - Form of Certificates and Signatures:  Each holder of shares is entitled to one or more certificates, signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Company, which shall certify the number and class of shares held by him in the Company, no certificate for shares shall be executed or delivered until such shares are fully paid. The signatures of any said officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or any employee of the corporation. In case any of said officers who signed or whose facsimile signature has been laced upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance.

Section 2 - Transfer of Shares:  Shares of the Company, shall be transferrable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require.

Section 3 - Lost, Stolen, or Destroyed Certificates:  The Company may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen or destroyed, and the Board may, in its discretion, require the owner, or his legal representatives, to give the Company a bond containing such terms as the Board may require to protect the Company or any person injured by the execution and delivery of a new certificate.

Section 4 - Transfer Agents and Registrars:  The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of such transfer agents and registrars, or any of them. The Board shall have the authority

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to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Company.

Section 5 - Fixing a Record Date:  In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. The record date for the purpose of the determination of shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.

ARTICLE III

Board of Directors

Section 1 - Authority:  Except where the law, the Articles of Incorporation, or these By-laws require action to be authorized or taken by shareholders, all of the authority of the Company shall be exercised by the directors.

Section 2 - Number of; Qualifications:  The number of directors which shall constitute the whole Board shall not be less than three (3), the exact number of which shall be fixed from time to time by a majority vote of the members of the entire Board or by the vote or written assent of the holders of shares at the time entitled to vote in the election of directors.

Section 3 - Election of Directors; Vacancies:  The directors shall be elected at each annual meeting of shareholders or at a special meeting called for the purpose of electing directors. At a meeting of shareholders, at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors, and the candidates receiving the greatest number of votes shall be elected. In the event of the occurrence of any vacancy or vacancies in the Board, including any vacancy created by reason of an increase in the number of directors, the remaining directors, though less than a majority of the whole authorized number of directors, may, by vote of a majority of their number, fill any such vacancy for the unexpired terms.

Section 4 - Term of Office, Resignations:  Directors shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier resignation, removal from office, or death. Any director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Company, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 5 - Meetings:  Immediately after each annual meeting of the shareholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by these By-laws or the Board. Special meetings of the Board may be called by the President or any Vice President or the Secretary or any two directors

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upon at least two (2) days notice either by personal delivery or by mail, telegram or cablegram before the meeting.

Section 6 - Quorum; Adjournment:  A quorum of the Board shall consist of a majority of the directors then in office; provided that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn the meeting to another time and place. Notice of any adjournment to another time or place shall be given to the directors who were not present at the time of adjournment and, unless the time and place of the adjourned meeting are announced, to the other directors. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these By-laws otherwise expressly provided.

Section 7 - Appointment of Committees:  The Board of Directors, by resolution adopted by a majority of the directors then in office, may appoint such committees, in addition to the Executive Committee, as it may consider proper, and such committee shall exercise such powers and duties as the Board from time to time may prescribe, subject to the Articles of Incorporation, these By-laws and applicable laws.

Section 8 - Action Without a Meeting:  Any action required by law to be taken at a meeting of the directors of the Company, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if consent in writing, setting fort the action so to be taken, signed by all the directors, or all members of the committed, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

Section 9 - Contracts:  No officer, director or shareholder of the corporation shall be disqualified by his office, membership on the Board of Directors or stock ownership, from dealing or contracting with the corporation as a vendor, purchaser, employee, agent or in any other similar or dissimilar capacity, nor shall any transaction, contract or act of the corporation be void or voidable of in any way effected or invalidated by reason of the fact that any such officer, director or shareholder of the corporation, any firm of which he may be a member or any other corporation of which he may be an officer, director or shareholder is disclosed to or known by the Board of Directors of this corporation or such members thereof as shall be present at any meeting at which action is taken upon any such transaction, contract or act. Neither shall such officer, director or shareholder be accountable or otherwise, responsible to the corporation for or in connection with any such action, contract or act of for any gains or profits realized by him by reason of the fact that he, any firm of which he is a member, or any other corporation of which he is an officer, director or shareholder, is interested in any such transaction, contract or act. Any such officer, director or shareholder, if he is a director, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action upon any such transaction, contract or act and he may vote at such meeting to authorize, adopt, ratify, or approve any such transaction, contract or act to the same extent as if he, any firm of which he is a member or any other corporation of which he is an officer, director or shareholder were not interested in such transaction, contract or act.

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ARTICLE IV

Executive Committee

Section 1 - Membership; Appointment:  The Board may appoint not less than three (3) directors who together shall constitute the Executive Committee. The directors may appoint one or more directors as alternate members of the Committee, who may take the place of any absent member of members at any meeting of the Committee. Vacancies in the Executive Committee may be filled at any meeting of the Board.

Section 2 - Powers; Duties:  The Executive committee shall advise with and aid the officers of the Company in all matters concerning its interests and the management of the business. When the Board if not in session, the Executive Committee shall have and may exercise all the powers of the Board, so far as may be delegated legally, with reference to the conduct of the business of the Company, except that the Executive Committee shall not take any action with respect to:

(a)    Approve or recommend to shareholders actions or proposals required by law to be approved by shareholders.

(b)    Designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c)    Fill vacancies on the Board of Directors or any committee thereof.

(d)    Amend the By-laws.

(e)    Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors.

(f)    Authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board by resolution or by adoption of a stock option or other plan, authorize the Executive Committee to fix the terms of any contract for the sale of the share and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, and voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State under the applicable law.

Section 3 - Record of Meetings:  The Executive Committee shall appoint its Secretary who shall keep the minutes of the meeting of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for their information.

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ARTICLE V

Officers

Section 1 - Election and Designation of Officers:  The officers of the Company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion may elect a chairman of the Board of Directors who, when present, shall have such other powers as the Board and these By-laws shall prescribe. There may also be one or more Assistant Secretaries and Assistant Treasurers, as may from time to time be elected by the Board. A person may hold more than one office providing the duties therof can be consistently performed by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 2 - Term of Office; Vacancies:  The officers of the Company shall hold office until the next organization meeting of the Board and until their successors are elected and qualified, except in case of resignation, death or removal. The Board, without prejudice to the contract rights of such officer, may remove any officer elected or appointed by the Board at any time with or without cause by a majority vote of the members of the Board than in office. Any officer elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer. The Board may fill any vacancy in any office occurring from whatever reason, may delegate one or more officers any of the duties of any officer or officers and prescribe the duties of any officer.

Section 3 - Chairman of the Board - Duties:  The Chairman of the Board shall preside at all meetings of the shareholders and of the Board and shall have such duties and powers as may be prescribed for him from time to time by the Board of Directors.

Section 4 - President - Duties:  The President shall perform the duties of the Chairman of the Board in the event of his absence or disability, or in the event a Chairman has not been designated by the Board, and he shall perform such duties as may be prescribed for him from time to time by the Board of Directors.

Section 5 - Vice President - Duties:  Each Vice President shall have the power and duties incident to that office and shall have such other duties as may be prescribed from time to time by the Board of Directors. In case of the absence or disability of the President, or when circumstances prevent the President from acting, a Vice President of the Company shall perform all the duties and possess all the authority of the President, and shall have priority in the performance of such duties and exercise of such authority in the order determined by the Board. Each Vice President may sign and execute on behalf and in the name of the Company bonds, contracts, instruments and documents authorized by the Board.

Section 6 - Secretary - - Duties:  The Secretary shall attend all meetings of the shareholders and of the Board, and record all votes and the minutes of all proceedings in a book provided for the purpose, and, when required, he shall perform like duties for the standing committees, if any, elected or appointed by the Board. The Secretary shall see that proper notice, when required, is given of all meetings of the shareholders and of the Board. The Secretary may sign with the Chairman of the

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Board, the President or any Vice President on behalf and in the name of the Company all contracts and other instruments authorized by the Board. The Secretary may sign or his facsimile signature, with that of the President or one of the Vice Presidents, may be used to sign certificates for shares of the capital stock of the Company. The Secretary shall keep in safe custody the seal of the Company and whenever authorized by the Board, shall attest and affix the seal to any contract or other instrument requiring the same. The Secretary shall keep in safe custody all contracts and such books, records and other papers as the Board may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the office of the Company during business hours, and he shall in general perform all the duties usually incident to the office of Secretary, subject to the control of the Board.

Section 7 - Treasurer - Duties:  The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Company, and shall have the care and custody of all funds and securities of the Company and deposit such funds in the name of the Company in such bank or banks as the Board may designate. The Treasurer is authorized to sign al checks, drafts, notes, bills of exchange, orders for the payment of money and negotiable instruments of the Company, but no such instruments shall be signed in blank. He shall disburse the funds of the Company as may be ordered by the Board or the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any director, and also, provided the Board or the President so orders, to any shareholder of the Company upon application at the office of the Company by such shareholder during business hours; and he shall give such bonds for the faithful performance of his duties as the Board or the President may determine, and he shall perform such other duties as may be incident to his office.

Section 8 - Other Officers - Duties:  The Assistant Secretaries and Assistant Treasurers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers.

ARTICLE VI

Compensation

The Board, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, shall have authority to fix the compensation of directors and officers for services in any capacity.

ARTICLE VII

Indemnification

The Company shall indemnify all persons whom it may lawfully indemnify, to the full extent permitted by law.

ARTICLE VIII

Executive of Contracts,

Vouchers, and Negotiable Instruments

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The Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, contracts, indentures, deeds, conveyances, leases, declarations, communications and other instruments and documents, and the Board May authorize any of the officers of the company or any other person or persons, either singly or with another officer or person as the Board may direct, to sign, on behalf and in the name of the Company, manually or by facsimile signature, checks, drafts, notes, bonds, debentures, bills of exchange and orders for the payment of money. In case any of the officers of the Company who shall have signed, or whose facsimile signature or signatures shall have been used, as aforesaid, upon any such document, instrument or security shall cease to be such officer of the Company before such document, instrument or security, upon due delivery or issuance thereof, shall be valid and effective as though the person or persons who signed or whose facsimile signature or signatures were used upon such document, instrument, or security had not ceased to be such officer of the Company.

ARTICLE IX

Authority to Transfer and Vote Securities

The Chairman of the Board, the President, and each Vice President of the Company are such authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers, and releases with respect thereto, or to cause such action to be taken.

ARTICLE X

Amendments

Except as otherwise provided by law, the By-laws of the Company may be adopted, altered, amended, or repealed by the Board of Directors, provide, however, the shareholders may repeal, alter, or amend By-laws adopted by the Board of Directors, may adopt new By-laws, and may prescribe that any By-laws made by them may not be altered, amended, or repealed by the Board of Directors.

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EX-3.2.17

Exhibit 3.2.17

AMENDED AND RESTATED

BYLAWS

OF

LEE’S SUMMIT JOURNAL, INCORPORATED

ARTICLE I

OFFICES

The principal office of the Corporation is to be located at 415 SE Douglas, Lee’s Summit, Missouri 64063. The Corporation may also have offices and branch offices at such other places within and without the State of Missouri as the board of directors of the Corporation may from time to time designate and the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

2.1 Place of Meeting. Any annual or special meeting of the shareholders of the Corporation is to be held at such place within or without the State of Missouri as may be designated by the board of directors or executive committee of the Corporation or in a waiver of notice executed by all shareholders of the Corporation entitled to vote at such meeting. If there is a failure to designate a place for such meetings, the same is to be held at the principal place of business of the Corporation.

2.2 Meetings. The annual meeting of the Corporation’s shareholders is to be held each year on the first Tuesday of the third month following the close of each fiscal year of the Corporation at the hour of 10:00 A.M., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. Special meetings of the shareholders may be called at any time by the Corporation’s president or any member of the board of directors, or by the holders of not less than one-fifth of all the outstanding shares of the Corporation entitled to vote at such meeting.

2.3 Quorum of Outstanding Shares. A majority of the outstanding shares of the Corporation entitled to vote at any meeting of the Corporation’s shareholders represented in person or by proxy at such meeting constitutes a quorum of shareholders of the Corporation. In no event may a quorum consist of less than a majority of the outstanding shares of the Corporation entitled to vote. Less than such quorum has the right successively to adjourn the meeting to a specified date not longer than 90 days after such adjournment, and no notice need be given of such adjournment to shareholders of the Corporation not present at the meeting. Every decision of a majority of such quorum is valid as a corporate act of the Corporation.

2.4 Notice of Shareholders’ Meetings. Written or printed notice of each meeting of shareholders stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered or given not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail. Notice of an annual meeting of the Corporation’s shareholders is to be given by the secretary of the Corporation. Notice of a special meeting of the Corporation’s shareholders is to be given by the secretary of the Corporation or the person calling the meeting. Any notice of a shareholders’ meeting sent by mail is deemed delivered when deposited in the United States mail, with postage thereon prepaid, addressed to each shareholder at his address as it appears on the records of the Corporation. Attendance of a shareholder at any meeting constitutes a waiver of notice of such meeting except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

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2.5 Waiver of Notice. Any notice required by these Bylaws may be waived by the persons entitled thereto by signing a waiver of notice before or after the time of such meeting and such waiver is equivalent to the giving of such notice.

2.6 Closing of Transfer Books or Fixing of Record Date. The board of directors of the Corporation has the power to close the transfer books of the Corporation for a period not exceeding 70 days preceding the date of any meeting of shareholders or the date of payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares goes into effect. However, in lieu of closing the stock transfer books, the board of directors may fix in advance a date, not exceeding 70 days preceding the dates of the aforenamed occurrences, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares. In such case, such shareholders, and only such shareholders as are shareholders of the Corporation of record on the date of closing the transfer books or on the record date so fixed, are entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after such date of closing of the transfer books or such record date so fixed. If the board of directors does not close the transfer books or set a record date for the determination of the shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business on the 20th day preceding the date of the meeting are entitled to notice of, and to vote at, the meeting and any adjournment of the meeting. However, if prior to the

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meeting written waivers of notice of the meeting are signed and delivered to the Corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened are entitled to vote at the meeting and any adjournment of the meeting.

2.7 List of Voters. A complete list of all shareholders entitled to vote at any annual and special meeting of the Corporation’s shareholders is to be compiled at least ten days before such meeting by the officer or agent having charge of the transfer books for shares of stock of the Corporation. Such list is to be compiled in alphabetical order with the address and the number of shares held by each shareholder. The list must be kept on file in the registered office of the Corporation for a period of at least ten days prior to such meeting and must be open to inspection by any stockholder for such period during usual business hours. Such list must also be present and kept open at the time and place of such meeting and is subject to the inspection of any shareholder during such meeting. The original share ledger or transfer book, or a duplicate thereof kept in Missouri, is prima facie evidence as to who are the shareholders of the Corporation entitled to examine such list or share ledger or transfer book, or to vote at any meeting of shareholders. Failure to comply with the requirements of this section does not affect the validity of any action taken at such meeting.

2.8 Proxies. A shareholder may, at any annual or special meeting, vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney in fact. Such proxy must be filed with the secretary of the Corporation before or at the time of the meeting. No proxy is valid after 11 months from the date of execution unless otherwise provided in the proxy.

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2.9 Voting of Shares. Each outstanding share of stock having voting rights, except as provided in Section 2.11, is entitled to one vote upon each matter submitted to a vote at any meeting of the shareholders of the Corporation.

2.10 Voting of Shares of Certain Holders.

(a) Shares of stock in the name of another corporation, foreign or domestic, are to be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the board of directors of such corporation may determine.

(b) Shares of stock in the name of a deceased person are to be voted by his executor or administrator in person or by proxy.

(c) Shares of stock in the name of a guardian, curator or trustee are to be voted by such fiduciary either in person or by proxy provided the books of the Corporation show the stock to be in the name of such fiduciary in such capacity.

(d) Shares of stock in the name of a receiver are to be voted by such receiver, and shares held by, or in the control of, a receiver are to be voted by such receiver without the transfer thereof into his name, if such voting authority is contained in an appropriate order of the court by which such receiver was appointed.

(e) Shares of stock which have been pledged are to be voted by the pledgor until the shares of stock have been transferred into the name of the pledgee, and thereafter, the pledgee is entitled to vote the shares so transferred.

2.11 Cumulative Voting. In all elections for directors of the Corporation, each shareholder of the Corporation has as many votes as equal the number of voting shares held by such shareholder in the Corporation, multiplied by the number of directors to be elected. Each shareholder may cast all his votes, either in person or by proxy, for one candidate or distribute them among two or more candidates.

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2.12 Informal Action by Shareholders. Any action required by The General and Business Corporation Law of Missouri to be taken at a meeting of the shareholders of the Corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if all of the shareholders entitled to vote with respect to the subject matter thereof sign written consents that set forth the action so taken. Such consents have the same force and effect as a unanimous vote of the shareholders at a meeting duly held, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Missouri or any other state in the United States of America. The Corporation’s secretary is to file such consents with the minutes of the meetings of the shareholders of the Corporation.

2.13 Rules of Meetings. The chairman of the board of directors of the Corporation is to preside at all meetings of the shareholders, or, in his absence, the president of the Corporation is to preside. If neither the chairman of the board nor the president are available, the party who called the meeting is to preside. To the extent not inconsistent with these Bylaws, the Robert’s Rules of Order govern all meetings of the Corporation’s shareholders.

2.14 Tele-Participation in Meetings. Shareholders may participate in a meeting of the shareholders of the Corporation by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

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ARTICLE III

BOARD OF DIRECTORS

3.1 General Powers. The business, property and affairs of the Corporation is to be controlled and managed by its board of directors.

3.2 Number, Election, Duration and Vacancies. The initial number of directors of the Corporation is designated in the Articles of Incorporation. Thereafter, the number of directors may be changed by the Corporation’s shareholders in a special or annual meeting. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders entitled to vote are to elect directors to hold office until the next annual meeting, except as herein provided. Each director is to hold office for the term for which he is elected or until his successor has been elected and qualified. In case of the death or resignation or disqualification of one or more of the directors, a majority of the remaining directors are to fill such vacancy or vacancies until the successor or successors are elected at the next annual meeting of the shareholders. A director elected to fill a vacancy is to serve as such until the next annual meeting of the shareholders, except as herein provided.

3.3 Quorum. A majority of the board of directors of the Corporation constitutes a quorum for the transaction of business at a meeting of the board of directors, and the act of the majority of such quorum present at any such meeting is the act of the board of directors.

3.4 Meetings. The annual meeting of the board of directors is to be held at the same place as the annual meeting of the shareholders of the Corporation and immediately following such meeting. In the event of adjournment of such annual meeting of the board of directors because a quorum is not present or otherwise, such meeting may be held, without further notice, at any place

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within or without the State of Missouri as may be designated by the directors adjourning such meeting, provided a quorum is then present at such next meeting, but in no event may such meeting be conducted later than 30 days after the annual meeting of shareholders. All other meetings of the board of directors are to be held at the principal place of business of the Corporation or at such other place within or without the State of Missouri as may be designated by the board of directors or by the executive committee in absence of such designation by the board of directors. Regular meetings of the board of directors may be held without notice at such time and place as may be determined by the board of directors. Special meetings of the board of directors may be held at any time upon the call of the president, vice president or other officer of the Corporation or the call of any director.

3.5 Notice. Notice of any special meeting of the board of directors must be given at least two days prior thereto in writing delivered personally or mailed to each director. Notice given by mail is deemed to be delivered one day after deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Notice to a director may be waived by executing a written waiver thereof or by attendance at any meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Notice or waiver of notice of any regular or special meeting of the board of directors may but need not state the business to be transacted nor the purpose thereof, except as otherwise required by these Bylaws.

3.6 Compensation. Directors, as such, are not to receive a stated salary for their services, but, by resolution of the board of directors, may be allowed a fixed sum and expenses of attendance, if any, for attendance at any meeting of the board of directors. Nothing contained herein precludes a director from serving the Corporation in any other capacity and receiving compensation therefor.

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3.7 Presumption of Assent. A director of the Corporation is presumed to have assented to the action taken on any corporate matter at a board of directors meeting at which he is present, unless his dissent is entered in the minutes of the meeting or unless he forwards such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. A director who voted in favor of such action may not so dissent.

3.8 Action by Unanimous Consent of Directors. In accordance with Section 351.340 of The General and Business Corporation Law of Missouri, if all the directors severally or collectively consent in writing to any action taken or to be taken by the directors, such consents have the same force and effect as a unanimous vote of the directors at a meeting duly held, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Missouri or any other state in the United States of America. The secretary of the Corporation is to file such consents with the minutes of the meetings of the board of directors. Formal meetings of the directors need not be held where the action of all the directors are consented to in writing.

3.9 Resignation or Disqualification.

(a) A director may resign at any time for any reason. Any such resignation must be in writing and must be delivered to the chairman of the board, the president or the secretary of the Corporation. A resignation is effective upon such delivery.

(b) A director may be removed with or without cause only by a vote of the shareholders of the Corporation. Such director, if he is to be removed for cause, must be made fully aware of the allegations lodged against him and given an opportunity to defend his actions if he so chooses. The removal procedure is to be conducted at a special meeting of the shareholders called for such purpose. The director may be removed only upon the vote of a majority of the shareholders present (either in person or by proxy) at such meeting, provided there is a quorum; provided, however, that no director may be removed if the votes cast against his removal would be sufficient to elect him pursuant to Section 2.11.

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3.10 Rules of Meetings. The chairman of the board of directors is to preside at all meetings of the board of directors, or, in his absence, the president of the corporation is to preside. If neither the chairman of the board nor the president is available or able to preside, the party who called the meeting is to preside. To the extent not inconsistent with these Bylaws, the Robert’s Rules of Order govern all meetings of the Corporation’s board of directors. Except as permitted by Section 351.327 of The General and Business Corporation Law of Missouri, no director’s vote is to be counted in determining a majority of votes if such director is not “disinterested.”

3.11 Tele-Participation in Meetings. Directors may participate in a meeting of the board of directors by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

ARTICLE IV

COMMITTEES

4.1 Executive Committee. An executive committee of two or more directors may be created by a majority vote of the entire board of directors to serve at the pleasure of the board, and one of such directors is to be designated to act as chairman thereof. The board of directors is to fill the vacancies on the committee. Between meetings of the board of directors, the executive committee, if it is created, possesses and may exercise any and all powers of the board of directors in the management of the business and affairs of the Corporation to the extent authorized by resolution

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adopted by a majority vote of the entire board of directors. The executive committee is to keep a complete record of its activities and regularly report them to the board of directors at every meeting thereof. All actions taken by the executive committee are subject to revision, alteration or change by the board of directors, provided that rights of third persons may not be affected thereby.

4.2 Meetings of the Executive Committee. A majority of the executive committee constitutes a quorum for the transaction of business. The executive committee may determine the time and place for its meetings, the notice necessary therefor and its rules of procedure.

4.3 Other Committees. The board of directors, by resolution, may provide for such other committees as it deems necessary or desirable to serve at its pleasure and to have such powers and perform such functions as may be assigned to them.

ARTICLE V

OFFICERS

5.1 Executive Officers. Executive officers of the Corporation are the president and a secretary, and, if so elected by the board of directors, a chairman, one or more vice presidents, a treasurer, assistant secretaries and assistant treasurers. The president is to be selected from the board of directors.

5.2 Election and Term. The president and secretary are to be elected at the first meeting of the board of directors following the annual meeting of the shareholders, and hold office at the pleasure of the board of directors until their successors are elected or until they are removed as provided herein. A vice president, chairman, assistant secretaries, treasurer and assistant treasurers may be elected by the board of directors at any meeting thereof to hold office at the pleasure of the board of directors. If more than one vice president should be elected, the board of directors at the time of the election is to determine the seniority of each of the vice presidents.

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5.3 Removal. An officer of the Corporation elected by the board of directors may be removed with or without cause at any time only by a vote of the board of directors. The officer may be removed only upon the vote of a majority of the directors present at such meeting, provided there is a quorum. However, if the officer to be removed is a director, he may not vote on his removal. Such removal is without prejudice to the contract rights, if any, of such officer.

5.4 Vacancies. A vacancy in any office caused by the death, resignation or removal of the officer or otherwise may but need not be filled by the board of directors for the unexpired term.

5.5 Compensation. The board of directors is to determine the compensation to be received by the officers of the Corporation and agents appointed by the board of directors.

5.6 Bond. The board of directors, by resolution, may require the officers and agents of the Corporation, or any of them, to give bond to the Corporation, in sufficient amount and with sufficient surety, to secure the faithful performance of their duties and to comply with such other conditions as the board of directors may from time to time require.

5.7 Resignation. An officer of the Corporation may resign at any time for any reason. Any such resignation must be in writing and be delivered to the chairman of the board, the president or the secretary of the Corporation. A resignation is effective upon such delivery.

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ARTICLE VI

DUTIES OF OFFICERS

6.1 Chairman. The chairman of the board of directors, if one is elected, is to preside at all meetings of the board of directors and has and is to perform such other duties as from time to time may be assigned to him by the board of directors.

6.2 The President. The president is to supervise and control the business, property and affairs of the Corporation, subject to the authority hereinabove given to the board of directors, and is to preside at all meetings of the shareholders and of the board of directors in the absence of the chairman of the board. The president is to perform all duties incident to his office, including executing all certificates for shares of stock of the Corporation, deeds, mortgages, bonds, contracts or other instruments, except where the execution thereof is expressly delegated by the board of directors or the Bylaws to another officer or agent of the Corporation, or is required by law to be otherwise executed.

6.3 Vice Presidents. The vice presidents, if elected, are to perform the duties and exercise the powers delegated to them by the board of directors or the president of the Corporation. In the absence of the president, the vice presidents in order of their seniority are to perform the duties and exercise the powers of the president.

6.4 The Secretary. The secretary is to attend all meetings of the shareholders, board of directors, and executive committee, and is to record votes and keep minutes of such meetings in one or more books provided for that purpose. In addition, in the absence of the president, the secretary is to perform the duties and exercise the powers of the president if no vice president is elected. He is to give all notices in the manner required by these Bylaws or by law. He is the custodian of the

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corporate records and corporate seal and, when authorized by the board of directors, executive committee, president or vice president, is to affix the seal to any document or instrument of the Corporation requiring the Corporation’s seal. He has general charge of the stock transfer books of the Corporation and is to keep a list of the post office addresses of each shareholder. He is, in general, to perform all duties incident to the office of secretary and perform such other duties as may be required by the board of directors, executive committee or the president, under whose supervision he is. If the secretary is absent from any meeting, the board of directors or executive committee may select any of their number, or any assistant secretary, to act as temporary secretary.

6.5 Treasurer. The treasurer, if elected, and if no treasurer is elected, then the secretary, has control and custody of the funds and securities of the Corporation. He is to keep and maintain in books and records of the Corporation accurate accounts of receipts and disbursements, and he is to deposit all monies and valuable effects of the Corporation in the name of the Corporation in such depositories as the board of directors or executive committee or president may designate. He is to make disbursements of the funds and securities of the Corporation upon order of the board of directors or executive committee and obtain proper vouchers therefor. He is to report to the board of directors and executive committee, at all meetings thereof, concerning the financial condition of the Corporation and the performance of his duties as treasurer. In general, he is to perform all duties incident to the office of treasurer. He is, upon request of the board of directors or executive committee, to furnish a bond for the faithful performance of his duties in such amount and with such surety as either of them may require.

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6.6 Assistant Officers. Any assistant secretaries or assistant treasurers elected by the board of directors have such authority and are to perform such duties as the board of directors may, from time to time, prescribe.

6.7 Subordinate Officers. The board of directors may elect such subordinate officers as it deems necessary or desirable to serve for such period and have such authority and perform such duties as the board of directors may authorize.

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1 Certificates for Shares. The board of directors is to prescribe the form of the certificate of stock of the Corporation. The certificate is to be signed by the president or vice president and by the secretary, treasurer or assistant secretary or assistant treasurer, is to be sealed with the seal of the Corporation and is to be numbered consecutively. The name of the owner of the certificate, the number of shares of stock represented thereby, and the date of issue are to be recorded on the books of the Corporation. Certificates of stock surrendered to the Corporation for transfer are to be canceled, and new certificates of stock representing the transferred shares issued. New stock certificates may be issued to replace lost, destroyed or mutilated certificates upon such terms and with such security to the Corporation as the board of directors may require.

7.2 Transfer of Shares. Shares of stock of the Corporation may be transferred on the books of the Corporation by the delivery of the certificates representing such shares to the Corporation for cancellation, and with an assignment in writing on the back of the certificate executed by the person named in the certificates as the owner thereof, or by a written power of attorney executed for such purpose by such person. The person registered on the books of the Corporation as the owner of shares of stock of the Corporation is deemed the owner thereof and is entitled to all rights of ownership with respect to such shares.

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7.3 Transfer Books. Transfer books are to be maintained under the direction of the secretary, showing the ownership and transfer of all certificates of stock issued by the Corporation.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation is to be established from time to time by resolution of the board of directors of the Corporation.

ARTICLE IX

SEAL

The seal of the Corporation is to be in the form of a circle, and is to have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “Missouri”. The form of the seal of the Corporation may be changed from time to time by resolution of the board of directors.

ARTICLE X

CONTRACTS, LOANS, CHECKS AND DEPOSITS

10.1 Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation as the board determines, and such authority may be general or confined to specific instances.

10.2 Loans. No loans may be contracted on behalf of the Corporation and no evidences of indebtedness may be issued in the Corporation’s name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

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10.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation are to be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time may be determined by resolution of the board of directors.

10.4 Deposits. All funds of the Corporation not otherwise employed are to be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE XI

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to these Bylaws, the articles of incorporation of the Corporation, or the corporate laws of the State of Missouri, a written waiver thereof signed by the person or persons entitled thereto, whether before or after the time stated therein, satisfies such requirement of notice.

ARTICLE XII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

AGAINST LIABILITIES AND EXPENSES IN ACTION

12.1 Indemnification with Respect to Third Party Actions. The Corporation is to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of this Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner, trustee or agent of another corporation,

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partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

12.2 Indemnification with Respect to Actions by or in the Right of the Corporation. The Corporation is to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines, taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indemnification is to be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless and only to the extent

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that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper. Any indemnification under this Section 12.2 (unless ordered by a court) is to be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, partner, trustee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this Section 12.2. Such determination is to be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

12.3 Payment of Expenses in Advance of Disposition of Action. Expenses incurred in defending any actual or threatened civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee, partner, trustee or agent to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article.

12.4 Indemnification Provided in This Article Non-Exclusive. The indemnification provided by this Article is not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity while holding such office, and continues as to a person who has ceased to be a director, officer, employee, partner, trustee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

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12.5 Definition of “Corporation”. For the purposes of this Article, references to the “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee, partner, trustee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise stands in the same position under the provisions of this Article with respect to the resulting or surviving corporation in the same capacity.

12.6 Saving Clause. In the event any provision of this Article is held invalid by any court of competent jurisdiction, such holding does not invalidate any other provision of this Article, and any other provisions of this Article is to be construed as if such invalid provision had not been contained in this Article.

ARTICLE XIII

AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws may be adopted by a vote of the majority of shares represented in person or by proxy and entitled to vote at any annual meeting of shareholders without notice or at any special meeting of shareholders with notice setting forth the terms of the proposed Bylaws, amendment, or repeal. The board of directors also has the power to make, alter, amend or repeal these Bylaws to the extent that such power may be vested in the board of directors by the articles of incorporation of the Corporation.

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EX-3.2.18

Exhibit 3.2.18

AMENDED AND RESTATED BYLAWS

(the “Bylaws”)

OF

LEXINGTON H-L SERVICES, INC.

(the “Corporation”)

ARTICLE I

Offices

1.1 Principal Office. The principal office address of the Corporation shall be Attn: McClatchy Legal Department, 2100 Q Street, Sacramento, California 95816. The Corporation may have such other offices, either within or without the Commonwealth of Kentucky, as the business of the Corporation may require from time to time.

1.2 Registered Agent and Office. The registered agent and office of the Corporation is CT Corporation System, Kentucky Home Life Building, Louisville, Kentucky 40202. The registered agent and office maybe changed from time to time by the Board of Directors.

ARTICLE II

Shareholders

2.1 Annual Meetings. The annual meeting of the shareholders shall be held annually at such time and place as the Corporation’s Board of Directors may designate. The purpose of such meetings shall be the election of directors and such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be practicable.

2.2 Special Meetings. Special meetings of the shareholders may be called by the Corporation’s Board of Directors, or by one (1) or more shareholders holding in the aggregate not less than twenty-five percent (25%) of all the outstanding shares of the Corporation entitled to vote at such meeting, who have demanded such special meeting in writing delivered to the Corporation’s Secretary.

2.3 Place of Special Meetings. The Board of Directors may designate any place within or without the Commonwealth of Kentucky as the place for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders may include a designation of any place, either within or without the Commonwealth of Kentucky, as the place for the holding of such meeting. If no designation is properly made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4 Notice of Annual or Special Meetings. Written or printed notice stating the place, day and hour of the meeting of shareholders and, in case of a special meeting of shareholders, the purpose or purposes for which the meeting is called, shall be delivered not fewer than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

2.5 Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place, either within or without the Commonwealth of Kentucky, and no shareholder objects at such meeting to holding the meeting or transacting business therein, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6 Waiver and Consent to Meetings of Less Than All Shareholders. If a shareholder meeting shall occur without all shareholders in attendance, a prior or subsequent written waiver of notice or consent to the holding of such meeting by the absent shareholders shall be equivalent to the call and giving of any requisite notice, and such meeting shall be valid without call or notice, and corporate action may be taken at such meeting.

2.7 Closing Transfer Books and Fixing of a Record Date. The Board of Directors of the Corporation may close its stock transfer books as of a date (and continuing for a period) not exceeding seventy (70) days immediately prior to the date of any meeting of shareholders, or the date for the payment of any dividend or for the allotment of rights, or to the date when any exchange or reclassification of shares shall be effective, and such date of the closing of the stock transfer books of the Corporation shall be the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting, or shareholders entitled to receive payment of any such dividend or to receive any such allotment of rights, or to exercise any rights in respect of any exchange or reclassification of shares; and the shareholders of record on such record date shall be the shareholders entitled to notice of, and to vote at, such meeting, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, in the event of an exchange or reclassification of shares, as the case may be. If the transfer books are not closed and no record date is fixed by the Board of Directors, the day before the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors declaring such dividend is adopted or such other action is taken, as the case may be, shall be deemed to be the record date for the determination of the shareholders of the Corporation and the number of shares owned by them for all of the purposes set forth in the immediately preceding sentence. When a determination of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof

2.8 Voting Record. The officer or agent having charge of the transfer book for shares of the Corporation shall make a complete list of the shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order by voting group, with the address of, and the number of shares held by, each shareholder. Such list shall be produced and be available for inspection at the Corporation’s principal office beginning five (5) business days before the meeting for which the list was prepared. Such list shall also be available at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole course of the meeting.

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2.9 Quorum. A majority of the outstanding shares of the Corporation entitled to vote on a particular matter, or a majority of the shares entitled to vote as a separate voting group, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. If a quorum of shareholders is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Kentucky Business Corporation Act or by the Articles of Incorporation or these Bylaws. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

2.10 Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. A proxy, unless coupled with an interest and expressly made irrevocable, may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.11 Voting of Shares. Each outstanding share of common stock authorized by the Corporation’s Articles of Incorporation to have voting power shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. The voting rights, if any, of classes of shares other than voting common stock shall be as set forth in the Corporation’s Articles of Incorporation or by appropriate legal action of the Board of Directors.

2.12 Voting of Shares by Certain Holders.

(a) Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or her or by such other officer, agent or proxy as the by-laws of such other corporation may prescribe, or, in the absence of such provision, as the board of directors of such other corporation may determine.

(b) Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

(c) Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

(d) Where shares are held jointly by two or more co-owners or fiduciaries, if only one such fiduciary votes, his or her act shall be presumed by the Corporation to be the vote of such co-owners or fiduciaries, if such fiduciary appears to be voting on behalf of all the co-owners or fiduciaries. Where shares are held jointly by three (3) or more fiduciaries, the will of the majority of such fiduciaries shall control the manner of voting or the giving of a proxy unless the instrument or

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order appointing the fiduciaries otherwise directs. Where, in any case, fiduciaries are equally divided upon the manner of voting shares jointly held by them, any court of competent jurisdiction may, upon petition filed by any of the fiduciaries, or by any beneficiary, appoint an additional person to act with the fiduciaries in determining the manner in which the shares shall be voted upon the particular questions as to which the fiduciaries are divided.

(e) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter, the pledgee shall be entitled to vote the shares so transferred.

(f) The Secretary of the Corporation may demand written proof that the person asserting the right to vote shares pursuant to this Section 2.12 holds the position he claims to hold and has been properly authorized to vote the shares he represents. Such proof, if demanded, shall be presented prior to the voting of such shares by such person.

2.13 Action By Written Consent. Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

Directors

3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

3.2 Number, Tenure and Qualifications. The number of directors of the Corporation shall be not less than three (3) nor more than eleven (11) (with such number to be three (3) until altered by a resolution of the Board of Directors or the shareholders) and may be increased or decreased by either a resolution of (i) the Board of Directors, or (ii) the shareholders, provided, that any increase or decrease of the number of directors greater than thirty percent (3 0%) of the number of directors last approved by the shareholders shall require shareholder approval and provided further that no decrease shall have the effect of shortening the term of any incumbent director. The directors shall be elected at each annual meeting of shareholders for a term to expire at the next annual meeting of shareholders, or until their successors are elected and qualify. The directors need not be residents of the Commonwealth of Kentucky, nor need they hold any shares of the capital stock of the Corporation. The Board of Directors shall have authority to amend the Bylaws to prescribe other qualifications for directors.

3.3 Removal and Resignations. Subject to the requirements of the Articles of Incorporation, at a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed with or without cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the Articles of Incorporation, the provisions of this Section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the

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vote of the outstanding shares as a whole. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the Corporation’s Board of Directors (or its Chairman), President or Secretary, and unless otherwise specified therein, such resignation shall be effective upon the delivery of such notice.

3.4 Regular Meetings. A regular annual meeting of the Board of Directors shall be held immediately after the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the Commonwealth of Kentucky, for the holding of additional regular meetings without other notice than such resolution.

3.5 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation or such other place as may be specified in the notice of the meeting.

3.6 Manner of Conducting Board Meetings. The Board of Directors of the Corporation may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

3.7 Notice. Notice of the date, time and place of any special meeting shall be given at least two (2) days prior thereto by written notice delivered personally or mailed to each director at his or her business address, or by telegram. Any director may waive notice of any meeting. The attendance of a director at, or participation in, any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting (at the beginning of the meeting) to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.8 Quorum. A majority of the number of directors fixed by, or determined in accordance with, Section 3.2 hereof shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

3.9 Voting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.10 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the shareholders or by the Board of Directors. If the directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all directors remaining in office. If the vacancy was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group shall be entitled to vote to fill the vacancy if it is filled by the shareholders. A vacancy that will occur at a specific later date may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

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A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

3.11 Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, a stated stipend as director or a fixed sum for attendance at each meeting of the Board of Directors, or both, and any other benefits as the Board of Directors may determine. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

3.12 Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

3.13 Chairman and Vice-Chairman of the Board. The Board of Directors may appoint one of its members Chairman of the Board of Directors. The Board of Directors may also appoint one of its members as Vice-Chairman of the Board of Directors, and such individual shall serve in the absence of the Chairman and perform such additional duties as may be assigned to him or her by the Board of Directors.

ARTICLE IV

Officers

4.1 Officers. The officers of the Corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person.

4.2 Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at the first and, thereafter at each, annual meeting of the Board of Directors. If the election of officers shall not be held at any such meeting, such election shall be held as soon thereafter as is convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

4.3 Removal and Resignations. Subject to the provisions of any employment agreement into which the Corporation may enter with an officer or agent, any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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4.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

4.5 President. The President shall be the chief executive officer of the Corporation. If no chairman has been appointed or, in the absence of the chairman (and vice-chairman if one has been appointed), he shall preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at any meetings of shareholders of any corporation in which the Corporation may hold stock, and at any such meeting, shall hold and may exercise all rights incident to the ownership of such stock which the Corporation, as owner, might have had and exercised if present. The Board of Directors may confer like powers on any other person or persons.

4.6 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies and other depositories as shall be selected in accordance with the provisions of ARTICLE V of these Bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairman of the Board, the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

4.7 Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the Post Office address of each shareholder; (e) sign with the President certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chairman of the Board, the President or by the Board of Directors.

4.8 Assistant Treasurers and Assistant Secretaries.

(a) The Assistant Treasurer, if that office be created and filled, shall, if required by the Board of Directors, give bond for the faithful discharge of his duty in such sum and with such surety as the Board of Directors shall determine.

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(b) The Assistant Secretary, if that office be created and filled, and if authorized by the Board of Directors, may sign, with the President, certificates for shares of the Corporation.

(c) The Assistant Treasurers and Assistant Secretaries, in general, shall perform such additional duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Chairman of the Board, the President or the Board of Directors.

4.9 Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation.

ARTICLE V

Contracts, Loans, Checks and Deposits

5.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract and execute and deliver any instruments (including guarantees) in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

5.2 Checks, Drafts., Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall, from time to time, be determined by resolution of the Board of Directors.

5.3 Deposits. All funds of the Corporation not otherwise employed shall be deposited, from time to time, to the credit of the Corporation in such banks, trust companies and other depositories as the Board of Directors may select.

ARTICLE VI

Certificates for Shares and Their Transfer

6.1 Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as maybe determined by the Board of Directors and by the laws of the Commonwealth of Kentucky. Such certificates shall be signed (either manually or in facsimile) by the President and by the Secretary or an assistant secretary, and may bear the seal of the Corporation, or a facsimile thereof. All certificates for shares shall be consecutively numbered. The name of the person owning the shares represented thereby, with the number of shares and date of issue, shall be entered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled, except that, in ease of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

6.2 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

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ARTICLE VII

Executive and Other Committees

7.1 Executive Committee. The Board of Directors, by resolution adopted by a majority of the full Board, may designate from among its members an Executive Committee.

(a) Authority. When the Board of Directors is not in session, the Executive Committee shall have and may exercise all of the authority of the Board of Directors, except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee, and except also that the Executive Committee shall not have the authority of the Board of Directors in reference to amending the Corporation’s Articles of Incorporation, amending, adopting or repealing the Bylaws of the Corporation, authorizing distributions, approving or proposing to shareholders action that Chapter 27lB of the Kentucky Revised Statutes requires to be approved by shareholders, filling vacancies on the Board of Directors or on any of its committees, approving a plan of merger not requiring shareholder approval, authorizing or approving a reacquisition of shares (except according to a formula or method provided by the Board of Directors), or authorizing or approving the issuance or sale or contract for sale of shares, or determining the designation and relative rights, preferences and limitations of a class or series of shares, except within limits specifically prescribed by the Board of Directors.

(b) Tenure and Qualifications. Each member of the Executive Committee shall hold office until the next regular meeting of the Board of Directors following his or her designation and until his or her successor is designated as a member of the Executive Committee and is qualified.

(c) Meetings. Regular meetings of the Executive Committee may be held without notice at such times and places as the Executive Committee may fix from time to time by resolution. Special meetings of the Executive Committee may be called by any member thereof upon not fewer than two (2) days’ notice, stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail, postage prepaid, and addressed to the member of the Executive Committee at his business address. Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting.

(d) Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof. Action of the Executive Committee must be authorized by an affirmative vote of a majority of the members present at a meeting at which a quorum is present.

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(e) Action Without a Meeting. Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Executive Committee.

(f) Vacancies. Any vacancy in the Executive Committee may be filled by a resolution adopted by a majority of the full Board of Directors.

(g) Resignations and Removal. Any member of the Executive Committee may be removed at anytime, with or without cause, by resolution adopted by a majority of the full Board of Directors. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

7.2 Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board, may designate from among its members such other committees as from time to time it may consider necessary or appropriate to conduct the affairs of the Corporation. Each such committee shall have such power and authority as the Board of Directors may, from time to time, legally establish for it. The tenure and qualifications of the members of each committee; the time, place and organization of such committee’s meetings; the notice required to call any such meeting; the number of members of each such committee that shall constitute a quorum; the affirmative vote of the committee members required to effectively to take action at any meeting at which a quorum is present; the action that any such committee can take without a meeting; and the method in which a vacancy among the members of such committee can be filled and the procedures by which resignations and removals of members of such committee shall be acted upon or accomplished shall be fixed by the resolution adopted by the Board of Directors relative to such matters.

ARTICLE VIII

Indemnification

8.1 Definitions. As used in this Article VIII:

(a) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal;

(b) “Party” includes a person who was, is or is threatened to be made a named defendant or respondent in a Proceeding;

(c) “Expenses” include attorneys’ fees;

(d) “Officer” means any person serving as Chairman of the Board of Directors, President, Treasurer, Secretary or any other officer of the Corporation; and

(e) “Director” means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, limited liability company, registered limited liability partnership, joint

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venture, association, trust, employee benefit plan or other entity. A Director shall be considered serving an employee benefit plan at the request of the Corporation if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

8.2 Indemnification by Corporation.

(a) The Corporation may (through a determination at the time in question by the Board of Directors) indemnify any Officer or Director who is made a Party to any Proceeding by reason of the fact that such person is or was an Officer or Director if:

(1) Such Officer or Director conducted himself in good faith; and

(2) Such Officer or Director reasonably believed:

(i) In the case of conduct in his official capacity with the Corporation, that his conduct was in the best interests of the Corporation; and

(ii) In all other cases, that his conduct was at least not opposed to the best interests of the Corporation; and

(3) In the case of any criminal Proceeding, he had no reasonable cause to believe his conduct was unlawful.

(b) A Director’s conduct with respect to an employee benefit plan for a purpose he reasonably believes to be in the interest of the participants in and beneficiaries of the plan shall be conduct that satisfies the requirement of Section 8.2 (a)(2)(ii) of these Bylaws.

(c) Indemnification shall be made against judgments, penalties, fines, settlements and reasonable Expenses, including legal Expenses, actually incurred by such Officer or Director in connection with the Proceeding, except (1) if the Proceeding was by or in the right of the Corporation, indemnification shall be made only against such reasonable Expenses and shall not be made in respect of any Proceeding in which the Officer or Director shall have been adjudged to be liable to the Corporation, and (2) if the Proceeding charged improper personal benefit to the Officer or Director and the Officer or Director was adjudged liable on the basis that improper personal benefit was improperly received by him, indemnification shall not be made. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, by itself, be determinative that the Officer or Director did not meet the requisite standard of conduct set forth in this Section 8.2.

(d) (1) Reasonable Expenses incurred by an Officer or Director as a Party to a Proceeding with respect to which indemnity is to be provided under this Section 8.2 shall be paid or reimbursed by the Corporation in advance of the final disposition of such Proceeding provided:

(i) The Corporation receives (I) a written affirmation by the Officer or Director of his good faith belief that he has met the requisite standard of conduct set forth in this Section 8.2, and (II) the Corporation receives a written undertaking by or on behalf of the Officer or Director to repay such amount if it shall ultimately be determined that he has not met such standard of conduct; and

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(ii) The Corporation’s Board of Directors (or other appropriate decision maker for the Corporation) determines that the facts then known to the Board of Directors (or decision maker) would not preclude indemnification under Kentucky law.

(2) The undertaking required herein shall be an unlimited general obligation of the Officer or Director but shall not require any security and shall be accepted without reference to the financial ability of the Officer or Director to make repayment.

(3) Determinations and authorizations of payments under this Section 8.2(d) shall be made in the manner specified in Section 8.2(e) of these Bylaws.

(e) (1) The Corporation shall not indemnify an Officer or Director under this Section 8.2 unless authorized in the specific case after a determination has been made that indemnification of the Officer or Director is permissible in the circumstances because he has met the standard of conduct set forth in this Section 8.2.

(2) Such determination shall be made:

(i) By the Corporation’s Board of Directors by majority vote of a quorum consisting of directors not at the time Parties to the Proceeding;

(ii) If a quorum cannot be obtained under Section 8.2(e)(2)(i) of these Bylaws, by majority vote of a committee duly designated by the Corporation’s Board of Directors (in which designation directors who are Parties may participate), consisting solely of two (2) or more directors not at the time Parties to the Proceeding; or

(iii) By special legal counsel:

(I) Selected by the Corporation’s Board of Directors or its committee in the manner prescribed in Sections 8.2(e)(2)(i) and (ii) of these Bylaws; or

(II) If a quorum of the Board of Directors cannot be obtained under Section 8.2(e)(2)(i) of these Bylaws and a committee cannot be designated under Section 8.2(e)(2)(ii) of these Bylaws, selected by a majority vote of the full Board of Directors (in which selection directors who are Parties may participate); or

(iv) By the shareholders, provided that shares owned by or voted under the control of Directors who are at the time Parties to the Proceeding shall not be voted on the determination.

(3) Authorization of indemnification and evaluation as to reasonableness of Expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of Expenses shall be made by those entitled under Section 8.2(e)(2)(iii) of these Bylaws to select counsel.

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8.3 Further Indemnification. Notwithstanding any limitation imposed by Section 8.2 of these Bylaws or elsewhere and in addition to the indemnification set forth in Section 8.2 of these Bylaws, the Corporation, to the full extent permitted by law, may agree by contract or otherwise to indemnify any Officer or Director and hold him harmless against any judgments, penalties, fines, settlements and reasonable Expenses actually incurred or reasonably anticipated in connection with any Proceeding in which any Officer or Director is a Party, provided the Officer or Director was made a Party to such Proceeding by reason of the fact that he is or was an Officer or Director of the Corporation or by reason of any inaction, nondisclosure, action or statement made, taken or omitted by or on behalf of the Officer or Director with respect to the Corporation or by or on behalf of the Officer or Director in his capacity as an Officer or Director.

8.4 Insurance. The Corporation may, in the discretion of the Board of Directors, purchase and maintain or cause to be purchased and maintained insurance on behalf of all Officers and Directors against any liability asserted against them or incurred by them in their capacity or arising out of their status as an Officer or Director, to the extent such insurance is reasonably available. Such insurance shall provide such coverage for the Officers and Directors as the Board of Directors may deem appropriate.

ARTICLE IX

Miscellaneous

9.1 Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders under Kentucky law to change or repeal these Bylaws.

9.2 Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation. Unless otherwise fixed by the Board, the calendar year shall be the fiscal year.

9.3 Dividends. The Board of Directors may, from time to time, declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

9.4 Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, and the word “SEAL”.

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9.5 Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, or under the provisions of the Corporation’s Articles of Incorporation, or under the provisions of the corporation laws of the Commonwealth of Kentucky, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

[remainder of page intentionally left blank)

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9.6 Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

9.7 Replace and Supersede. These Bylaws shall replace and supersede all bylaws and codes of regulation of the Corporation existing prior to the date of adoption of these Bylaws.

The above Amended and Restated Bylaws of Lexington H-L Services, Inc. were adopted by the Board of Directors and Sole Shareholder of said corporation on July 18, 2007

/s/ Karole Morgan-Prager

Karole Morgan-Prager

Secretary

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EX-3.2.19

Exhibit 3.2.19

BY-LAWS

OF

MACON TELEGRAPH PUBLISHING COMPANY

ARTICLE I

Shareholders

Section 1 - Place of Meetings: Meetings of shareholders for any purpose may be held at such place within or without the State of Georgia as may be designated by the Board of Directors.

Section 2 - Annual Meeting: The annual meeting of shareholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the company or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting at such time and upon such date during the month of April in each year as the Board of Directors may determine.

Section 3 - Special Meetings: Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, the President or by the Board or by a request in writing by persons who hold ten percent (10%) of all shares outstanding and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting.

Section 4 - Notice of Meetings: Not less than ten (10) nor more than sixty (60) days before the date fixed for a meeting of shareholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the Secretary or an Assistant Secretary, or any other person or persons required or permitted by law to give such notice. In the case of a special meeting the business to be transacted shall be limited to the purposes stated in the notice. The notice shall be given personally or by mail or by other means of written communications to each shareholder entitled to notice of the meeting who is of record as of the day preceding the day on which notice is given or, if a record date therefore is duly fixed, of record as of such date. If mailed, the notice shall be addressed to the shareholders at the respective addresses as they appear on the records of the Company. Notice of the time, place, and purpose of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filled with or entered upon the records of the meeting.

Section 5 - Quorum: Adjournment: The presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the Articles of Incorporation. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the shareholders unless a greater vote is required by law or the Articles of Incorporation. If a quorum shall not be present or represented, those present in person or represented by proxy shall have power to adjourn the meeting, from time to time, without notice if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At such adjourned

meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting in accordance with Section 4 of this Article.

Section 6 - Proxies: Any shareholder entitled to vote or express his consent or dissent at a meeting of shareholders may do so in person or may be represented by proxy, appointed by an instrument in writing, signed by the shareholder or by his duly authorized attorney-in-fact.

Section 7 - Consent Without a Meeting: Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

Shares

Section 1 - Form of Certificates and Signatures: Each holder of shares is entitled to one or more certificates, signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Company, which shall certify the number and class of shares held by him in the Company, no certificate for shares shall be executed or delivered until such shares are fully paid. The signatures of any of said officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or any employee of the corporation. In case any of said officers who signed or whose facsimile signature has been laced upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance.

Section 2 - Transfer of Shares: Shares of the Company, shall be transferrable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require.

Section 3 - Lost, Stolen, or Destroyed Certificates: The Company may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen or destroyed, and the Board may, in its discretion, require the owner, or his legal representatives, to give the Company a bond containing such terms as the Board may require to protect the Company or any person injured by the execution and delivery of a new certificate.

Section 4 - Transfer Agents and Registrars: The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of such transfer agents and registrars, or any of them. The Board shall have the authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Company.

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Section 5 - Fixing a Record Date: In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. The record date for the purpose of the determination of shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.

ARTICLE III

Board of Directors

Section 1 - Authority: Except where the law, the Articles of Incorporation, or these By-laws require action to be authorized or taken by shareholders, all of the authority of the Company shall be exercised by the directors.

Section 2 - Number of; Qualifications: The number of directors which shall constitute the whole Board shall not be less than three (3), the exact number of which shall be fixed from time to time by a majority vote of the members of the entire Board or by the vote or written assent of the holders of shares at the time entitled to vote in the election of directors.

Section 3 - Election of Directors; Vacancies: The directors shall be elected at each annual meeting of shareholders or at a special meeting called for the purpose of electing directors. At a meeting of shareholders, at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors, and the candidates receiving the greatest number of votes shall be elected. In the event of the occurrence of any vacancy or vacancies in the Board, including any vacancy created by reason of an increase in the number of directors, the remaining directors, though less than a majority of the whole authorized number of directors, may, by a vote of a majority of their number, fill any such vacancy for the unexpired terms.

Section 4 - Term of Office, Resignations: Directors shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier resignation, removal from office, or death. Any director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Company, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 5 - Meetings: Immediately after each annual meeting of the shareholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by these By-laws or the Board. Special meetings of the Board may be called by the President or any Vice President or the Secretary or any two directors upon at least two (2) days notice either by personal delivery or by mail, telegram or cablegram before the meeting.

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Section 6 - Quorum: Adjournment: A quorum of the Board shall consist of a majority of the directors then in office; provided that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn the meeting to another time and place. Notice of any adjournment to another time or place shall be given to the directors who were not present at the time of adjournment and, unless the time and place of the adjourned meeting are announced, to the other directors. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these By-laws otherwise expressly provided.

Section 7 - Appointment of Committees: The Board of Directors, by resolution adopted by a majority of the directors then in office, may appoint such committees, in addition to the Executive Committee, as it may consider proper, and such committees shall exercise such powers and duties as the Board from time to time may prescribe, subject to the Articles of Incorporation, these By-laws and applicable laws.

Section 8 - Action Without a Meeting: Any action required by law to be taken at a meeting of the directors of the Company, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the directors, or all members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

Section 9 - Contracts: No officer, director or shareholder of the corporation shall be disqualified by his office, membership on the Board of Directors or stock ownership, from dealing or contracting with the corporation as a vendor, purchaser, employee, agent or in any other similar or dissimilar capacity, nor shall any transaction, contract or act of the corporation be void or voidable or in any way affected or invalidated by reason of the fact that any such officer, director or shareholder of the corporation, any firm of which he may be a member or any other corporation of which he may be an officer, director or shareholder is disclosed to or known by the Board of Directors of this corporation or such members thereof as shall be present at any meeting at which action is taken upon any such transaction, contract or act. Neither shall such officer, director or shareholder be accountable or otherwise, responsible to the corporation for or in connection with any such action, contract or act of for any gains or profits realized by him by reason of the fact that he, any firm of which he is a member, or any other corporation of which he is an officer, director or shareholder, is interested in any such transaction, contract or act. Any such officer, director or shareholder, if he is a director, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action upon any such transaction, contract or act and he may vote at such meeting to authorize, adopt, ratify, or approve any such transaction, contract or act to the same extent as if he, any firm of which he is a member or any other corporation of which he is an officer, director or shareholder were not interested in such transaction, contract or act.

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ARTICLE IV

Executive Committee

Section 1 - Membership; Appointment: The Board may appoint not less than three (3) directors who together shall constitute the Executive Committee. The directors may appoint one or more directors as alternate members of the Committee, who may take the place of any absent member or members at any meeting of the Committee. Vacancies in the Executive Committee may be filled at any meeting of the Board.

Section 2 - Powers; Duties: The Executive committee shall advise with and aid the officers of the Company in all matters concerning its interests and the management of the business. When the Board is not in session, the Executive Committee shall have and may exercise all the powers of the Board, so far as may be delegated legally, with reference to the conduct of the business of the Company, except that the Executive Committee shall not take any action with respect to:

(a) Approve or recommend to shareholders actions or proposals required by law to be approved by shareholders.

(b) Designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c) Fill vacancies on the Board of Directors or any committee thereof.

(d) Amend the By-laws.

(e) Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors.

(f) Authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board by resolution or by adoption of a stock option or other plan, authorize the Executive Committee to fix the terms of any contract for the sale of the share and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, and voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State under the applicable law.

Section 5 - Record of Meetings: The Executive Committee shall appoint its Secretary who shall keep the minutes of the meeting of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for their information.

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ARTICLE V

Officers

Section 1 - Election and Designation of Officers: The officers of the Company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion may elect a chairman of the Board of Directors who, when present, shall have such other powers as the Board and these Bylaws shall prescribe. There may also be one or more Assistant Secretaries and Assistant Treasurers, as may from time to time be elected by the Board. A person may hold more than one office providing the duties thereof can be consistently performed by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 2 - Term of Office; Vacancies: The officers of the Company shall hold office until the next organization meeting of the Board and until their successors are elected and qualified, except in case of resignation, death or removal. The Board, without prejudice to the contract rights of such officer, may remove any officer elected or appointed by the Board at any time with or without cause by a majority vote of the members of the Board then in office. Any officer elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer. The Board may fill any vacancy in any Office occurring from whatever reason, may delegate one or more officers any of the duties of any officer or officers and prescribe the duties of any officer.

Section 3 - Chairman of the Board - Duties: The Chairman of the Board shall preside at all meetings of the shareholders and of the Board and shall have such duties and powers as may be prescribed for him from time to time by the Board of Directors.

Section 4 - President - Duties: The President shall perform the duties of the Chairman of the Board in the event of his absence or disability, or in the event a Chairman has not been designated by the Board, and he shall perform such duties as may be prescribed for him from time to time by the Board of Directors.

Section 5 - Vice President - Duties: Each Vice President shall have the power and duties incident to that office and shall have such other duties as may be prescribed from time to time by the Board of Directors. In case of the absence or disability of the President, or when circumstances prevent the President from acting, a Vice President of the Company shall perform all the duties and possess all the authority of the President, and shall have priority in the performance of such duties and exercise of such authority in the order determined by the Board. Each Vice President may sign and execute on behalf and in the name of the Company bonds, contracts, instruments and documents authorized by the Board.

Section 6 - Secretary - Duties: The Secretary shall attend all meetings of the shareholders and of the Board, and record all votes and the minutes of all proceedings in a book provided for the purpose, and, when required, he shall perform like duties for the standing committees, if any, elected or appointed by the Board. The Secretary shall see that proper notice, when required, is given of all meetings of the shareholders and of the Board. The Secretary may sign with the Chairman of the

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Board, the President or any Vice President on behalf and in the name of the Company all contracts and other instruments authorized by the Board. The Secretary may sign or his facsimile signature, with that of the President or one of the Vice Presidents, may be used to sign certificates for shares of the capital stock of the Company. The Secretary shall keep in safe custody the seal of the Company and whenever authorized by the Board, shall attest and affix the seal to any contract or other instrument requiring the same. The Secretary shall keep in safe custody all contracts and such books, records and other papers as the Board may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the office of the Company during business hours, and he shall in general perform all the duties usually incident to the office of Secretary, subject to the control of the Board.

Section 7 - Treasurer - Duties: The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Company, and shall have the care and custody of all funds and securities of the Company and deposit such funds in the name of the Company in such bank or banks as the Board may designate. The Treasurer is authorized to sign all checks, drafts, notes, bills of exchange, orders for the payment of money and negotiable instruments of the Company, but no such instrument shall be signed in blank. He shall disburse the funds of the Company as may be ordered by the Board or the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any director, and also, provided the Board or the President so orders, to any shareholder of the Company upon application at the office of the Company by such shareholder during business hours; and he shall give such bonds for the faithful performance of his duties as the Board or the President may determine, and he shall perform such other duties as may be incident to his office.

Section 8 - Other Officers - Duties: The Assistant Secretaries and Assistant Treasurers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers.

ARTICLE VI

Compensation

The Board, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, shall have authority to fix the compensation of directors and officers for services in any capacity.

ARTICLE VII

Indemnification

The Company shall indemnify all persons whom it may lawfully indemnify, to the full extent permitted by law.

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ARTICLE VIII

Execution of Contracts,

Vouchers, and Negotiable Instruments

The Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, contracts, indentures, deeds, conveyances, leases, declarations, communications and other instruments and documents, and the Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, manually or by facsimile signature, checks, drafts, notes, bonds, debentures, bills of exchange and orders for the payment of money. In case any of the officers of the Company who shall have signed, or whose facsimile signature or signatures shall have been used, as aforesaid, upon any such document, instrument or security shall cease to be such officer of the Company before such document, instrument or security, upon due delivery or issuance thereof, shall be valid and effective as though the person or persons who signed or whose facsimile signature or signatures were used upon such document, instrument, or security had not ceased to be such officer of the Company.

ARTICLE IX

Authority to Transfer and Vote Securities

The Chairman of the Board, the President, and each Vice President of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers, and releases with respect thereto, or to cause such action to be taken.

ARTICLE X

Amendments

Except as otherwise provided by taw, the By-laws of the Company may be adopted, altered, amended, or repealed by the Board of Directors, provided, however, the shareholders may repeal, alter, or amend By-Laws adopted by the Board of Directors, may adopt new By-laws, and may prescribe that any By-laws made by them may not be altered, amended, or repealed by the Board of Directors.

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EX-3.2.20

Exhibit 3.2.20

AMENDED AND RESTATED BYLAWS OF

MAIL ADVERTISING CORPORATION

Adopted February 1, 2010

TABLE OF CONTENTS

		Page
ARTICLE I — MEETINGS OF SHAREHOLDERS		1
1.1	Place of Meetings	1
1.2	Annual Meeting	1
1.3	Special Meeting	1
1.4	Notice of Shareholders’ Meetings	2
1.5	Quorum	2
1.6	Adjourned Meeting; Notice	2
1.7	Conduct of Business	2
1.8	Voting	2
1.9	Shareholder Action by Written Consent Without a Meeting	3
1.10	Record Date for Shareholder Notice; Voting; Giving Consents	4
1.11	Proxies	4
1.12	Shareholder Meeting List	5
ARTICLE II — DIRECTORS		5
2.1	Powers	5
2.2	Number of Directors	5
2.3	Election, Qualification and Term of Office of Directors	6
2.4	Resignation and Vacancies	6
2.5	Place of Meetings; Meetings by Telephone	6
2.6	Conduct of Business	6
2.7	Regular Meetings	7
2.8	Special Meetings; Notice	7
2.9	Quorum; Voting	7
2.10	Board Action by Written Consent Without a Meeting	7
2.11	Fees and Compensation of Directors	8
2.12	Removal of Directors	8
ARTICLE III — COMMITTEES		8
3.1	Committees of Directors	8
3.2	Committee Minutes	8
3.3	Meetings and Actions of Committees	8
3.4	Subcommittees	9
ARTICLE IV — OFFICERS
4.1	Officers	9
4.2	Appointment of Officers	9
4.3	Subordinate Officers	9
4.4	Removal and Resignation of Officers	9
4.5	Vacancies in Offices	10

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		Page
4.6	Representation of Shares of Other Corporations	10
4.7	Authority and Duties of Officers	10
ARTICLE V — INDEMNIFICATION		10
5.1	Indemnification of Directors and Officers	10
5.2	Successful Defense	11
5.3	Indemnification of Others	11
5.4	Advanced Payment of Expenses	11
5.5	Limitation on Indemnification	11
5.6	Determination; Claim	12
5.7	Non-Exclusivity of Rights	12
5.8	Insurance	12
5.9	Survival	13
5.10	Effect of Repeal or Modification	13
5.11	Certain Definitions	13
ARTICLE VI — STOCK		13
6.1	Stock Certificates; Partly Paid Shares	13
6.2	Special Designation on Certificates	15
6.3	Lost Certificates	15
6.4	Dividends	15
6.5	Stock Transfer Agreements; Restrictions	15
6.6	Registered Shareholders	15
6.7	Transfers	16
ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER		16
7.1	Notice of Shareholder Meetings	16
7.2	Notice by Electronic Transmission	16
7.3	Notice to Shareholders Sharing an Address	17
7.4	Notice to Person with Whom Communication is Unlawful	17
7.5	Waiver of Notice	17
ARTICLE VIII — GENERAL MATTERS		18
8.1	Fiscal Year	18
8.2	Seal	18
8.3	Construction; Definitions	18
ARTICLE IX — AMENDMENTS		18

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AMENDED AND RESTATED BYLAWS

ARTICLE I — MEETINGS OF SHAREHOLDERS

1.1 Place of Meetings. Meetings of shareholders of MAIL ADVERTISING CORPORATION (the “Company”) shall be held at any place, within or outside the State of Texas, determined by the Company’s board of directors (the “Board”). The Board may, in its sole discretion, determine that a meeting of shareholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 6.002 of the Texas Business Organizations Code (the “TBOC”). In the absence of any such designation or determination, shareholders’ meetings shall be held at the Company’s principal executive office.

1.2 Annual Meeting. An annual meeting of shareholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual meeting. The Company shall not be required to hold an annual meeting of shareholders, provided that the shareholders are permitted to act by written consent under the Company’s certificate of formation and these bylaws and the shareholders take action by written consent instead of the annual meeting.

1.3 Special Meeting. A special meeting of the shareholders may be called at any time by the Board, Chairperson of the Board, President or Chief Executive Officer (in the absence of a President) or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

If any person(s) other than the Board calls a special meeting, the request shall:

(i) be in writing;

(ii) specify the date and time of such meeting and contain a statement regarding the purpose or purposes of the meeting and if the meeting is held by means of remote communication, information On how to access the list of shareholders entitled to vote at the meeting; and

(iii) be delivered personally or sent by registered mail or by facsimile transmission to the Chairperson of the Board, the Chief Executive Officer, the President (in the absence of a Chief Executive Officer) or the Secretary of the Company.

The officer(s) receiving the request shall cause notice to be promptly given to the shareholders entitled to vote at such meeting, in accordance with these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to shareholders. Nothing contained in this paragraph of this Section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of shareholders called by action of the Board may be held.

1.4 Notice of Shareholders’ Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the TBOC, the certificate of formation or these bylaws, the written notice of any meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting.

1.5 Quorum. Except as otherwise provided by law, the certificate of formation or these bylaws, at each meeting of shareholders the holders of the majority of the shares entitled to vote at a meeting of the shareholders of a corporation that are present or represented by proxy at the meeting are a quorum for the consideration of a matter to be presented at that meeting. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of formation or these bylaws.

If, however, such quorum is not present or represented at any meeting of the shareholders, then either (i) the chairperson of the meeting, or (ii) the shareholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in Section 1.6, until a quorum is present or represented.

1.6 Adjourned Meeting; Notice. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting.

1.7 Conduct of Business. Meetings of shareholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoing persons by the President, or in the absence of the foregoing persons by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of shareholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

1.8 Voting. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 1.10 of these bylaws, subject to Section 6.154 (relating to voting rights of administrators, executors, guardians, and conservators), Section 6.155 (relating to voting rights of receivers), Section 6.156 (relating to pledged interests), Section 6.251 (relating to voting trusts), and Section 6.252 (relating to voting agreements) of the TBOC.

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Except as may be otherwise provided in the certificate of formation, each shareholder entitled to vote at any meeting of shareholders shall be entitled to one vote for each share of capital stock held by such shareholder which has voting power upon the matter in question. Voting at meetings of shareholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in Section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder or proxy holder.

Except as otherwise required by law, the certificate of formation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. Except as otherwise required bylaw, the certificate of formation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided bylaw, the certificate of formation or these bylaws.

1.9 Shareholder Action by Written Consent Without a Meeting.

(i) To the extent so provided in the TBOC and the certificate of formation, any action required by law to be taken at any annual or special meeting of shareholders, or any action that may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present or represented and voted.

(ii) Every written consent shall bear the date of signature of each shareholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company in the manner required by law, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent delivered to the Company by delivery to its registered office, to its principal office or to an officer or agent of the Company having custody of the books in which

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proceedings of meetings of shareholders are recorded. If a written consent is not solicited on behalf of the Company or its Board of Directors, it must be delivered to the Company by hand or certified or registered mail, return receipt requested to the Company’s registered office or principle executive office or place of business or the managerial official or agent of the Company having custody of the Company’s records of meetings of shareholders.

(iii) A photographic, photo static, facsimile, or similarly reliable reproduction of a writing signed by a shareholder shall be regarded as signed by the shareholder for purposes of this section.

(iv) Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

1.10 Record Date for Shareholder Notice; Voting; Giving Consents. In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive a distribution other than a distribution involving a purchase or redemption by the Company of the stock of the Company, or any other proper purpose other than for determining the shareholders entitled to consent to action without a meeting of the shareholders, the Board may fix a record date, which record date shall not be earlier than the sixtieth (60th) day before the date the action requiring the determination of shareholders is taken.

In the case of determination of shareholders entitled to written consent to action without a meeting, the record date may not be:

(i) earlier than the date the Board adopts a resolution providing for the record date; or

(ii) more than ten (10) days after the date on which the Board adopts a resolution setting the record date.

If no record date is fixed by the Board, the record date shall be the date on which the notice of the meeting is mailed or otherwise sent.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting, provided that the Board may fix a new record date for the adjourned meeting.

1.11 Proxies. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize all other person or persons to act for such shareholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 21.369 of the TBOC.

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1.12 Shareholder Meeting List.

(i) Not later than the eleventh (11th) day before the date of each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Company shall make a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof; arranged in alphabetical order, with the address of, and the type and number of shares held by each, and the number of votes that each shareholder is entitled to if the number of votes is different from the number of shares held by the shareholder; which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. In the event that the shareholder meeting is held by means of remote communication, the notice of such shareholder meeting must include information on how to access the list of shareholders entitled to vote at the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or vote at any meeting of shareholders.

(ii) Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

(iii) An officer or agent having charge of the stock transfer books who shall fail to prepare the list of shareholders or keep the same on file for a period of ten(10) days, or produce and keep it open for inspection as provided in this section, shall be liable to any shareholder suffering damages on account of such failure, to the extent of such damages. In the event that such officer or agent does not receive notice of a meeting of shareholders sufficiently in advance of the date of such meeting reasonably to enable him to comply with the duties prescribed by these bylaws, the Company, but not such officer or agent, shall be liable to any shareholder suffering damages on account of such failure, to the extent of such damages.

ARTICLE II — DIRECTORS

2.1 Powers. The powers of the Company shall be exercised by or under authority of, and the business and affairs of the Company and all corporate powers shall be managed under the direction of the Board.

2.2 Number of Directors. The Board shall consist of one or more members, with the initial number of authorized directors being three (3). The authorized number of directors may be increased or decreased from time to time by resolution of the Board or as set forth in the certificate of formation. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

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2.3 Election, Qualification and Term of Office of Directors. Except as provided in Section 2.4 of these bylaws, and subject to Sections 1.2 and 1.9 of these bylaws, directors shall be elected at each annual meeting of shareholders. Directors need not be shareholders unless so required by the certificate of formation or these bylaws. The certificate of formation or these bylaws may prescribe other qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

2.4 Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. A resignation is effective on the date the notice is received by the Company unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

Unless otherwise provided in the certificate of formation or these bylaws:

(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the shareholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of formation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected, or, if no such director remains, by the affirmative vote of the holders of the outstanding shares of the class, series, or group.

A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.5 Place of Meetings; Meetings by Telephone. The Board may hold meetings, both regular and special, either within or outside the State of Texas. Unless otherwise restricted by the certificate of formation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

2.6 Conduct of Business. Meetings of the Board shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

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2.7 Regular Meetings. Regular meetings of the Board may be held with or without notice at such time and at such place as shall from time to time be determined by the Board.

2.8 Special Meetings; Notice. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or any two directors.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Company’s records.

2.9 Quorum; Voting. At all meetings of the Board, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business, unless the certificate of formation, these bylaws, or the TBOC require otherwise. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of formation or these bylaws.

If the certificate of formation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

2.10 Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the certificate of formation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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2.11 Fees and Compensation of Directors. Unless otherwise restricted by the certificate of formation or these bylaws, the Board shall have the authority to fix the compensation of directors.

2.12 Removal of Directors. At any meeting of shareholders called expressly for the purpose of removing a director, any director or the entire Board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Wherever the holders of any class or series of shares entitled to elect one or more directors by the provisions of the certificate of formation, only the holders of shares of that class or series shall be entitled to vote for or against the removal of any director elected by the holders of that class or series.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE III — COMMITTEES

3.1 Committees of Directors. The Board may designate from among its members one or more committees, each of which shall be comprised of one or more of its members. The Board may also designate one or more of its members as alternate members of any committee who may replace absent or disqualified members at any meeting of that committee, subject to any limitation imposed by the Board. Any such committee, to the extent provided in such resolution shall have and may exercise all of the authority of the Board, subject to the limitations set forth in the Code, in the certificate of formation or these bylaws.

3.2 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

3.3 Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) Section 2.5 (Place of Meetings; Meetings by Telephone);

(ii) Section 2.7 (Regular Meetings);

(iii) Section 2.8 (Special Meetings; Notice);

(iv) Section 2.9 (Quorum; Voting);

(v) Section 2.10 (Board Action by Written Consent Without a Meeting); and

(vi) Section 7.5 (Waiver of Notice)

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with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(ii) special meetings of committees may also be called by resolution of the Board; and

(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of formation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of formation or these bylaws.

3.4 Subcommittees. Unless otherwise provided in the certificate of formation, these bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE IV — OFFICERS

4.1 Officers. The officers of the Company shall be a President, Vice-President, Secretary and Treasurer. The Company may also have, at the discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Executive Officer, a Chief Financial Officer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as maybe appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

4.2 Appointment of Officers. The Board shall appoint the officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 4.3 of these bylaws.

4.3 Subordinate Officers. The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

4.4 Removal and Resignation of Officers. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

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Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. Election or appointment of an officer shall not of itself create contract rights.

4.5 Vacancies in Offices. Any vacancy occurring in any office of the Company shall be filled by the Board or as provided in Section 4.3.

4.6 Representation of Shares of Other Corporations. Unless otherwise directed by the Board, the President or any other person authorized by the Board or the President is authorized to vote, represent and exercise on behalf of the Company all rights incident to any and all shares of any other corporation or corporations standing in the name of the Company. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

4.7 Authority and Duties of Officers. Except as otherwise provided in these bylaws, the officers of the Company shall have such powers and duties in the management of the Company as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

ARTICLE V — INDEMNIFICATION

5.1 Indemnification of Directors and Officers. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the TBOC, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, files and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if it is determined in accordance with Section 8.103 of the TBOC that: (i) such person acted in good faith, (ii) such person acted in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful, (iii) the amount of expenses other than a judgment is reasonable, and (iv) indemnification should be paid. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

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5.2 Successful Defense. To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 5.1, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

5.3 Indemnification of Others. Subject to the other provisions of this Article V, the Company shall have power to indemnify and advance expenses to its employees and agents to the extent not prohibited by the TBOC or other applicable law. The Board shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

5.4 Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Company in defending any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses), provided that such written request meets all the requirements of Section 8.104 of the TBOC. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate. The right to advancement of expenses shall not apply to any Proceeding for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding referenced in Section 5.5(ii) or 5.5(iii) prior to a determination that the person is not entitled to be indemnified by the Company.

Notwithstanding the foregoing, unless otherwise determined pursuant to Section 5.7, no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company, in which event this paragraph shall not apply) in any Proceeding if a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, that facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company.

5.5 Limitation on Indemnification. Subject to the requirements in Section 5.2 and the TBOC, the Company shall not be obligated to indemnify any person pursuant to this Article V in connection with any Proceeding (or any part of any Proceeding):

(i) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

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(iii) for any reimbursement of the Company by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(iv) initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Company or its directors, officers, employees, agents or other indemnitees, unless (a) the Board authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (c) otherwise required to be made under Section 5.6 or (d) otherwise required by applicable law; or

(v) if prohibited by applicable law.

5.6 Determination; Claim. If a claim for indemnification or advancement of expenses under this Article V is not paid by the Company or on its behalf within ninety (90) days after receipt by the Company of a written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. To the extent not prohibited by law, the Company shall indemnify such person against all expenses actually and reasonably incurred by such person in connection with any action for indemnification or advancement of expenses from the Company under this Article V, to the extent such person is successful in such action, and, if requested by such person, shall advance such expenses to such person, subject to the provisions of Section 5.4.

5.7 Non-Exclusivity of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of formation or any statute, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Company is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the TBOC or other applicable law.

5.8 Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the TBOC.

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5.9 Survival. The rights to indemnification and advancement of expenses conferred by this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the hefts, executors and administrators of such a person.

5.10 Effect of Repeal or Modification. Any amendment, alteration or repeal of this Article V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to such amendment, alteration or repeal.

5.11 Certain Definitions. For purposes of this Article V, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article V.

ARTICLE VI — STOCK

6.1 Stock Certificates; Partly Paid Shares. The shares of the Company shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Company by the Chairperson of the Board or Vice-Chairperson of the Board, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Company shall not have power to issue a certificate in bearer form.

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The certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued. Each certificate shall state on the face thereof (i) that the Company is organized under the laws of the state of Texas, (ii) the holder’s name, (iii) the number and class of shares and the designation of the series, if any, represented by the certificate, and (iv) the par value of such shares or a statement that such shares are without par value.

A certificate representing shares of stock of the Company subject to a restriction placed by or agreed to by the Company under the TBOC, or otherwise contained in the Company’s governing documents shall conspicuously state the restriction on the back of the certificate and conspicuously refer to that statement on the front of the certificate, or conspicuously state on the front or back of the certificate that a restriction exists pursuant to a specified document, and (i) that the Company, on written request to the Company’s principal place of business, will provide a free copy of the document to the holder of the certificate, or (ii) if the document has been filed in accordance with the TBOC, that the document is on file with the secretary of state and contains a complete statement of the restriction.

If shares of the Company’s stock are subject to a shareholders’ agreement, the existence of such agreement shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required for uncertified shares required by Section 3.205 of the TBOC. Pursuant to Section 21.103 of the TBOC, such disclosure must include the sentence, “These shares are subject to the provisions of a shareholders’ agreement that may provide for management of the corporation in an manner different than in other corporations and may subject a shareholder to certain obligations or liabilities not otherwise imposed on shareholders in other corporations.” The failure to note the existence of a shareholders’ agreement on the certificate or information statement does not affect the validity of the agreement or an action taken pursuant to the agreement.

If shares of the Company’s stock are subject to a voting agreement, the existence of such agreement shall be noted conspicuously on the certificate representing such shares or in a notice sent to or on behalf of the Company in accordance with Section 3.205 of the TBOC, if the shares are not represented by a certificate.

The Company may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Company in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

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6.2 Special Designation on Certificates. If the Company is authorized to issue more than one class of stock or more than one series of any class, then designations, preferences, limitations, and relative rights, to the extent they have been determined, of each class of stock or series thereof and the authority of the governing authority to make those determinations as to subsequent series shall be set forth in full or summarized on the face or back of the certificate that the Company shall issue to represent such class or series of stock; provided that, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issue to represent such class or series of stock, a statement that the information listed above is stated in the Company’s governing documents and that the Company will provide a free copy of that information to the record holder of the certificate. Within a reasonable time after the issuance or transfer of uncertificated stock, the Company shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 6.2 or Section 3.202 of the TBOC or with respect to this Section 6.2 a statement that the Company will furnish without charge to each shareholder who so requests the designations, preferences, limitations, and relative rights, to the extent they have been determined, of each class of stock or series thereof and the authority of the governing authority to make those determinations as to subsequent series, and any other information required by Sections 3.202 and 3.205 of the TBOC. Except as otherwise expressly provided bylaw, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

6.3 Lost Certificates. Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Company and cancelled at the same time. The Company may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4 Dividends. The Board, subject to any restrictions contained in the certificate of formation or applicable law, may declare and pay dividends upon the shares of the Company’s capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock, subject to the provisions of the certificate of formation. The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

6.5 Stock Transfer Agreements; Restrictions. The Company shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such shareholders in any manner not prohibited by the TBOC.

6.6 Registered Shareholders. The Company:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

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(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Texas.

6.7 Transfers. Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer.

ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER

7.1 Notice of Shareholder Meetings. Notice of any meeting of shareholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the shareholder at such shareholder’s address as it appears on the Company’s records. An affidavit of the Secretary or an Assistant Secretary of the Company or of the transfer agent or other agent of the Company that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2 Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to shareholders pursuant to the TBOC, the certificate of formation or these bylaws, any notice to shareholders given by the Company under any provision of the TBOC, the certificate of formation or these bylaws shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any such consent shall be revocable by the shareholder by written notice to the Company. Any such consent shall be deemed revoked if: (a) the Company is unable to deliver by electronic transmission two (2) consecutive notices given by the Company in accordance with such consent; and (b) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number the shareholder provided for the purpose of receiving notice;

(ii) if by electronic mail, when directed to an electronic mail address the shareholder provided for the purpose of receiving notice;

(iii) if by a posting on an electronic network together with separate notice to the shareholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

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(iv) if by any other form of electronic transmission consented to by the shareholder, when communicated to the shareholder.

An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Pursuant to Section 1.002(20-a) of the TBOC, an “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

7.3 Notice to Shareholders Sharing an Address. Except as otherwise prohibited under the TBOC, without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the Company under the provisions of the TBOC, the certificate of formation or these bylaws, shall be effective if given by a single written notice to shareholders who share an address if consented to by the shareholders at that address to whom such notice is given. Any such consent shall be revocable by the shareholder by written notice to the Company. Any shareholder who fails to object in writing to the Company, within sixty (60) days of having been given written notice by the Company of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

7.4 Notice to Person with Whom Communication is Unlawful. Whenever notice is required to be given, under the TBOC, the certificate of formation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Company is such as to require the filing of a certificate under the TBOC, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

7.5 Waiver of Notice. Whenever notice is required to be given under any provision of the TBOC, the certificate of formation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of formation or these bylaws.

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ARTICLE VIII — GENERAL MATTERS

8.1 Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the Board.

8.2 Seal. The Company may adopt a corporate seal, which shall be in such form as may be approved from time to time by the Board. The Company may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

8.3 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the TBOC shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX — AMENDMENTS

Unless otherwise provided by the certificate of formation or unless the shareholders in amending, adopting or repealing a particular bylaw provision expressly provide that the directors may not amend or repeal such provision, these bylaws may be altered, amended or repealed and new bylaws may be adopted by the directors at any meeting of the directors at which a quorum is present. Unless otherwise provided in the certificate of formation or by a bylaw provision by the shareholders as to all or some portion of these bylaws, the shareholders may amend, repeal, or adopt bylaws of the Company at any meeting of the shareholders, provided that notice of the meeting provided notice of the proposed bylaws provision even though the bylaws may also be amended repealed, or adopted by the directors.

* * * * *

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CERTIFICATION

I, Karole Morgan-Prager, Secretary of the Corporation, hereby certify that the foregoing is a true, accurate and complete copy of the Amended and Restated Bylaws of Mail Advertising Corporation, adopted by its Board of Directors and sole stockholder as of February 1, 2010.

/s/ Karole Morgan-Prager

Karole Morgan-Prager

Secretary

EX-3.2.21

Exhibit 3.2.21

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

NANDO CANADA LLC

A DELAWARE LIMITED LIABILITY COMPANY

This Limited Liability Company Operating Agreement (the “Agreement”) is made and entered into effective as of November 30, 2001 (the “Effective Date”), by McClatchy Management Services, Inc., a Delaware corporation (the “Member”), as the sole member.

1. Formation. The Company was formed on November 30, 2001 upon the filing of the Company’s Certificate of Formation in the office of the Secretary of State of the State of Delaware. The rights and obligations of the Member and the terms and conditions of the Company shall be governed by the Act and this Agreement. To the extent the provisions of the Delaware Limited Liability Company Act, Sections 18-101, et seq., of Title 8, Chapter 18 of the Delaware Laws, as amended from time to time (the “Act”) and this Agreement are inconsistent with respect to any subject matter covered in this Agreement, this Agreement shall govern, but only to the extent permitted by law.

2. Name. The name of the Company shall be Nando Canada LLC.

3. Purpose. The purpose of the Company is to engage in any lawful activity that a limited liability company may carry on under the Act. Nothing in this Agreement shall prohibit the Member from engaging in any business, investment or other activity of any kind, even if such business, investment or activity is competitive with the Company’s business.

4. Registered Office; Registered Agent. The address of the Company’s registered office in the State of Delaware shall be 1209 Orange Street, Wilmington, Delaware 19801, and the name of its initial registered agent at such address shall be The Corporation Trust Company. The Company’s registered agent or registered office may be changed as provided in the Act.

5. Commencement and Term. The term of the Company commenced on November 30, 2001 and shall continue until it is dissolved, its affairs are wound up and final liquidating distributions are made pursuant to this Agreement. Except as otherwise provided herein, the Company shall have perpetual existence.

6. Tax Classification; Requirement of Separate Books and Records and Segregation of Assets and Liabilities. The Member acknowledges that because the Company will have a single Member, pursuant to Treasury Regulations Section 301.7701-3, the Company shall be disregarded as an entity separate from its owner for federal income tax purposes until the effective date of any election it may make to change its classification for federal income tax purposes to that of a corporation by filing IRS Form 8832, Entity Classification Election or until the Company has more than one Member, in which case it would be treated as a partnership for federal income tax purposes (provided that the Company has not elected on Form 8832 to be treated as a corporation). In all events, however, the Company shall keep books and records separate from those of its sole Member and shall at all times segregate and account for all of its assets and liabilities separately from those of its sole Member.

7. Title to Assets; Transactions. The Company shall keep title to all of its assets in its own name and not in the name of its Member. The Company shall enter into and engage in all transactions in its own name and not in the name of its Member. In furtherance thereof, the Company shall evidence its execution of instruments as follows:

Nando Canada LLC,

a Delaware limited liability company

By:

8. Capital Contributions. As of the date hereof, the Member has made capital contributions to the Company on the dates and equal to the amounts reflected in the books and records of the Company. The Member shall make additional capital contributions in such form and at such time as the Member shall determine in its sole and absolute discretion; provided, however, that any such additional capital contributions shall be evidenced in writing and recorded in the books and records of the Company.

9. Liability of the Member. The Member shall not be liable for any debts or losses of capital or profits of the Company or be required to contribute or lend funds to the Company.

10. Distributions. Subject only to (i) the laws of fraudulent conveyance of the State of Delaware and (ii) any and all other contractual restrictions agreed to by the Company or its Member in writing, the Manager shall have authority to cause the Company to distribute cash or property to the Member, in such amounts, at such times and as of such record dates as the Manager shall determine.

11. Management.

(a) Initial Manager; Term; Removal; Successors. The Company shall initially have one manager (the “Manager”), who shall be Christian Hendricks. Unless the Manager resigns or is removed, the Manager shall hold office until a successor is elected and qualified. The number of Managers of the Company shall be voted from time to time by approval of the Member. Any vacancy occurring for any reason in the number of Managers shall be filled by approval of the Member.

(b) Authority. The business and affairs of the Company shall be managed exclusively by the Manager. The Manager shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes of the Company described herein, including all powers, statutory or otherwise, which may be delegated to the Manager by the Members under the laws of the State of Delaware. The Manager is hereby designated as an authorized person, to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

12. Officers. The Manager may establish one or more officer positions for the Company, including a chairperson, president, vice president, secretary and chief financial officer. The officers shall exercise such powers and perform such duties as determined from time to time by the Manager.

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13. Limitation of Liability; Indemnification. Notwithstanding any other provision to the contrary contained in this Agreement, neither the Member nor any Manager shall be liable, responsible, or accountable in damages or otherwise to the Company or to the Member or assignee of the Member for any loss, damage, cost, liability, or expense incurred by reason of or caused by any act or omission performed or omitted by such Member or Manager, whether alleged to be based upon or arising from errors in judgment, negligence, or breach of duty (including alleged breach of any duty of care or duty of loyalty or other fiduciary duty), except for (i) acts or omissions the Member or Manager knew at the time of the acts or omissions were clearly in conflict with the interest of the Company, or (ii) any transaction from which the Member or Manager derived an improper personal benefit, (iii) a willful breach of this Agreement, or (iv) gross negligence, recklessness, willful misconduct, or knowing violation of law. Without limiting the foregoing, neither the Member or Manager shall in any event be liable for (A) the failure to take any action not specifically required to be taken by the Member or Manager under the terms of this Agreement or (B) any mistake, misconduct, negligence, dishonesty or bad faith on the part of any employee or other agent of the Company appointed in good faith by the Manager.

14. Transfer of Interests. The Member may transfer its interest at such time, in such amount and pursuant to such terms, in whole or in part, as the Member shall in its sole discretion determine.

15. Dissolution Events. The Company shall dissolve only upon the first to occur of any of the following events: (a) approval of the sole Member to dissolve the Company; or (b) the entry of a decree of judicial dissolution under Act Section 18-802.

16. Winding Up. Upon dissolution of the Company the Manager shall wind up the Company’s affairs.

17. Liquidating Distributions. Following the dissolution of the Company, the assets of the Company shall be applied to satisfy claims of creditors and distributed to the Member in liquidation as provided in the Act by the persons charged with winding up the affairs of the Company.

18. Books and Records. The Company shall keep books and records at its principal place of business, which shall set forth an accurate account of all transactions of the Company and which shall enable the Company to comply with the requirement that it segregate and account for its assets and liabilities separately from those of the Member. The Company shall prepare financial statements at least annually, which shall include at least a balance sheet and income statement.

19. Binding Effect. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Member, and the Member’s successors, transferees, and assigns.

20. Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written. The Company shall have no oral operating agreements.

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21. Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

22. Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

23. Governing Law. The laws of the State of Delaware shall govern the validity of this Agreement, the construction and interpretation of its terms, and organization and internal affairs of the Company and the limited liability of its managers, Members, and other owners.

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the Effective Date.

McClatchy Management Services, Inc.,
a Delaware corporation
By:	/s/ Karole Morgan-Prager
Name:	Karole Morgan-Prager
Title:	Secretary

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EX-3.2.22

Exhibit 3.2.22

BYLAWS

OF

NEW MEDIA CENTER, INC.,

a Delaware corporation

BYLAWS

OF

NEW MEDIA CENTER, INC.

a Delaware corporation

ARTICLE I

OFFICES

Section 1. The location of the registered office of the corporation shall be as stated in the Certificate of Incorporation, which location may be changed from time to time by the board of directors.

Section 2. The corporation may also have offices or branches at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or as the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders shall be held at the registered office of the corporation, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting.

Section 2. Annual meetings of stockholders shall be held on the first Tuesday of the third month of each fiscal year of the corporation if not a legal holiday in the state in which the meeting shall be held, and if a legal holiday, then on the next secular day following, at such time as determined by the board of directors, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting. At the annual meeting, the stockholders shall elect a board of directors and transact such other business as may properly be brought before the meeting. If the annual meeting is not held on the date designated therefor, the board of directors shall cause the meeting to be held as soon thereafter as convenient.

Section 3. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the chairman of the board or president, and shall be called by the chairman of the board or president at the request in writing of a majority of the board of directors or at the request in writing of the holders of not less than 10% of all the shares entitled to vote at a meeting. Such request shall state the purpose or purposes of the proposed meeting.

Section 4. The officer or agent who has charge of the stock ledger of the corporation shall at least 10 days before every meeting of stockholders make and certify a complete list of the stockholders entitled to vote at a stockholders’ meeting, or any adjournment thereof. The list shall

be arranged in alphabetical order with each class and series and show the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least 10 days prior to the meeting, at a place within the city where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Except as may be provided by statute, written notice of an annual or special meeting of stockholders stating the place, date and hour of the meeting, where the list of stockholders may be inspected (if other than at the place of the meeting), and the purpose or purposes for which the meeting is called, shall be delivered, either personally or by first-class mail, not less than 10 nor more than 60 days before the date of the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at his address as it appears on the records of the corporation with postage thereon prepaid.

Section 6. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise expressly required by statute or by the Certificate of Incorporation. All stockholders present in person or represented by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. If, however, such quorum shall not be initially present at any meeting of stockholders, a majority of the stockholders entitled to vote thereat shall nevertheless have power to adjourn the meeting from time to time and to another place, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 7. When an action other than the election of directors is to be taken by vote of the stockholders, it shall be authorized by the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter, unless a greater plurality is required by express requirement of the statutes or of the Certificate of Incorporation, in which case such express provision shall govern and control the decision of such question. “Shares represented at the meeting” shall be determined as of the time the existence of the quorum is determined and shall indicate shares present in person or represented by proxy. Except as otherwise expressly required by the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast at an election.

Section 8. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder except as otherwise expressly required in the Articles of Incorporation. A vote may be cast either orally or in writing. Each proxy shall be in writing and signed by the stockholder or his authorized agent or representative. A proxy is not valid after the expiration of three years after its date unless the person executing it specifies therein the length of time for which it is to continue in

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force. Unless prohibited by law, a proxy otherwise validly granted by telegram shall be deemed to have been signed by the granting stockholder. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting.

Section 9. Attendance of a person at a meeting of stockholders in person or by proxy constitutes a waiver of notice of the meeting except where the stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

Section 10. Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of the stockholders, or any other action which may be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted. Promptly after obtaining such authorization by written consent, notice shall be given to those stockholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action.

ARTICLE III

DIRECTORS

Section 1. The business and affairs of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2. The number of directors which shall constitute the whole board shall not be less than one nor more than ten. The number of directors shall be determined from time to time by resolution of the board of directors or the stockholders. In the absence of an express determination by the board, the number of directors, until changed by the board, shall be that number of directors elected at the most recently held annual meeting of stockholders or, if no such meeting has been held, the number elected by the incorporator in the initially filed Certificate of Incorporation. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this article, and each director elected shall hold office until his successor is elected and qualified or until his resignation or removal. Directors need not be stockholders or officers of the corporation.

Section 3. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by a sole remaining director, or by the stockholders, and the directors so chosen shall hold office until the next annual election of directors by the stockholders and until their successors are duly elected and qualified or until their resignation or removal. Any director may be removed, with or without cause, by the stockholders at a meeting of the stockholders called expressly for that purpose.

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Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Unless otherwise restricted by the Certificate of Incorporation, members of the board of directors, or any committee designated by the board, may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 5. The first board of directors shall hold office until the first annual meeting of stockholders. Thereafter, the first meeting of each newly elected board of directors shall be held promptly following the annual meeting of stockholders on the date thereof. No notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors.

Section 6. Regular meetings of the board of directors may be held at such time and at such place as shall from time to time be determined by the board of directors or by the chairman of the board or president. Any notice given of a regular meeting need not specify the business to be transacted or the purpose of the meeting.

Section 7. Special meetings of the board may be called by the chairman of the board or president on four days’ notice to each director by mail or 24 hours’ notice either personally, by telephone or by telegram; special meetings shall be called by the chairman of the board or president in like manner and on like notice on the written request of two directors. The notice need not specify the business to be transacted or the purpose of the special meetings. The notice shall specify the place of the special meeting.

Section 8. At all meetings of the board, a majority of the number of directors determined pursuant to Article III, Section 2 of these Bylaws shall constitute a quorum for the transaction of business. At all meetings of a committee of the board, a majority of the directors then members of the committee in office shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which there is a quorum shall be the act of the board of directors or the committee, unless the vote of a larger number is specifically required by statute, by the Certificate of Incorporation, or by these Bylaws. If a quorum shall not be present at any meeting of the board of directors or a committee, the members present thereat may adjourn the meeting from time to time and to another place without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if, before or after the action, all members of the board or committee consent thereto in writing. The written consents shall be filed with the minutes of proceedings of the board or committee. Such consents shall have the same effect as a vote of the board or committee for all purposes.

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Section 10. A majority of the whole board of directors may, by resolution, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board, shall have and may exercise the power and authority of the board of directors in the management of the business and affairs of the corporation; provided, however, such a committee shall not have the power or authority to:

(a) amend the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided by statute, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes of any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series);

(b) adopt an agreement of merger or consolidation as provided by statute;

(c) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s properties and assets;

(d) recommend to the stockholders a dissolution or a revocation, of a dissolution; or

(e) amend the Bylaws of the corporation.

Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. A committee, and each member thereof, shall serve at the pleasure of the board.

Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 12. By resolution of the board of directors and irrespective of any personal interest of any director, the board may establish reasonable compensation of directors for services to the corporation as directors, officers or members of a committee. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 13. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or a subsequent time as set forth in the notice of resignation.

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Section 14. Attendance of a director at a meeting constitutes a waiver of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 15. Unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, written notice is required to be given to any director, committee member or stockholder, such notice may be given in writing by mail (registered, certified or other first class mail) addressed to such director, stockholder or committee member at his address as it appears on the records of the corporation, with postage thereon prepaid. Such notice shall be deemed to be given at the time when the same shall be deposited in a post office or official depository under the exclusive care and custody of the United States postal service.

Section 2. Whenever any notice is required to be given under the provision of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or a committee, need be specified in any written waiver of notice.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors at its first meeting after each annual meeting of stockholders. There shall be a president, a secretary and a treasurer. The board of directors may also create and fill the offices of chairman of the board and vice-chairman of the board, and may choose one or more vice-presidents, one or more assistant secretaries, and one or more assistant treasurers. Any number of offices may be held by the same person, but the board by resolution may require that at least two persons shall be officers for purposes of compliance with Article VI, Section 1, hereof.

Section 2. The board of directors may from time to time appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 3. The salaries of all officers of the corporation shall be fixed by the board of directors.

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Section 4. The officers of the corporation shall hold office at the pleasure of the board of directors. Any officer elected or appointed by the board of directors may be removed at any time by the board of directors with or without cause whenever, in its judgment, the best interests of the corporation will be served thereby. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice of resignation.

Section 5. Unless otherwise provided by resolution of the board of directors, the president shall be the chief executive officer of the corporation, shall, in the absence or non-election of a chairman or vice-chairman of the board of directors, preside at all meetings of the stockholders and the board of directors (i) he shall be a member of the board), shall have general and active management of the business and affairs of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. He shall execute on behalf of the corporation, and may affix or cause the seal to be affixed to, all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation, and he shall have the authority to vote any shares of stock owned by the corporation.

Section 6. The vice-presidents shall act under the direction of the president and in the absence or disability of the president shall perform the duties and exercise the powers of the president. They shall perform such other duties and have such other powers as the president or the board of directors may from time to time prescribe. The board of directors may designate one or more executive vice-presidents or may otherwise specify the order of seniority of the vice-presidents. The duties and powers of the president shall descend to the vice-presidents in such specified order of seniority.

Section 7. The secretary shall act under the direction of the president. Subject to the direction of the president he shall attend all meetings of the board of directors and all meetings of the stockholders and record the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the president or the board of directors. He shall keep in safe custody the seal of the corporation and, when authorized by the president or the board of directors, cause it to be affixed to any instrument requiring it. He shall be responsible for maintaining the stock transfer book and minute book of the corporation and shall be responsible for their updating.

Section 8. The assistant secretaries shall act under the direction of the president. In the order of their seniority in office, unless otherwise determined by the president or the board of directors, they shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the president or the board of directors may from time to time prescribe.

Section 9. The treasurer shall act under the direction of the president. Subject to the direction of the president he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and

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shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the president or the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. He may affix or cause to be affixed the seal of the corporation to documents so requiring the seal.

Section 10. The assistant treasurers in the order of their seniority of office, unless otherwise determined by the president or the board of directors shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the president or the board of directors may from time to time prescribe.

Section 11. To the extent the powers and duties of the several officers are not provided from time to time by resolution or other directive of the board of directors or by the president (with respect to other officers), the officers shall have all powers and shall discharge the duties customarily and usually held and performed by like officers of the corporations similar in organization and business purposes to this corporation.

ARTICLE VI

CERTIFICATES OF STOCK AND STOCKHOLDERS OF RECORD

Section 1. The shares of stock of the corporation shall be represented by certificates signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors or the president or a vice-president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation. Each holder of stock in the corporation shall be entitled to have such a certificate certifying the number of shares owned by him in the corporation.

Section 2. Any of or all the signatures on the certificate may be a facsimile if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue. The seal of the corporation or a facsimile thereof may, but need not, be affixed to the certificates of stock.

Section 3. The board of directors may direct a new certificate for shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate, or his legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

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Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its stock transfer book for shares of the corporation.

Section 5. In order that the corporation may determine the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express consent to, or to dissent from, a proposal without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a date as a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. The stock transfer books of the corporation shall not be closed.

If no record date is fixed:

(a) the record date for determining the stockholders of record entitled to notice of, or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(b) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed; and

(c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered upon its stock transfer book for shares of the corporation as the owner of shares for all purposes, including voting and dividends, and shall not be bound to recognize any equitable or other claim to interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Florida.

ARTICLE VII

INDEMNIFICATION

Section 1. The corporation shall indemnify, and advance expenses to, to the fullest extent authorized or permitted by the provisions of Section 145 of the Delaware General Corporation Law (other than Section 145() or any amendment or successor provision thereof or any other statutory

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provision authorizing or permitting such indemnification or advancement of expenses which is adopted after the date this Article VII is adopted) any person, and his heirs, executors, administrators and legal representatives, who was or is a party or is threatened to be made a party to threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or serves or served any other enterprise at the request of the corporation in any such capacity.

Section 2. Article VII, Section 1 of these Bylaws shall not be construed to mean that indemnification and advancement of expenses by the corporation pursuant to Section 145() of the Delaware General Corporation Law is not permitted. The corporation may indemnify and advance expenses to any person pursuant to such Section 145(), or any amended or successor section, to the extent and in the manner desired by the corporation and permitted by law.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. All checks, drafts or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may from time to time designate.

Section 2. The fiscal year of the corporation shall be fixed from time to time by resolution of the board of directors, but shall end on December 31st of each year is not otherwise fixed by the board.

Section 3. The board of directors may adopt a corporate seal for the corporation. The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 4. The corporation shall keep within or without the State of Delaware books and records of account and minutes of the proceedings of its stockholders, board of directors and executive committee, if any. The corporation shall keep at its registered office or at the office of its transfer agent within or without the State of Delaware a stock transfer book for shares of the corporation containing the names and addresses of all stockholders, the number, class and series of shares held by each and the dates when they respectively became holders of record thereof. Any of such stock transfer book, books, records or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 5. These Bylaws shall govern the internal affairs of the corporation, but only to the extent they are consistent with governing law and the Certificate of Incorporation.

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Nothing contained in the Bylaws shall, however, prevent the imposition by contract of greater voting, notice or other requirements than those set forth in these Bylaws.

ARTICLE IX

AMENDMENTS

Section 1. The Bylaws may be amended or repealed, or new Bylaws may be adopted, by action of the stockholders and, if permitted by the Certificate of Incorporation, the board of directors. The stockholders may from time to time specify particular provisions of the Bylaws which shall not be altered or repealed by the board of directors.

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EX-3.2.23

Exhibit 3.2.23

ANNEX A

BY-LAWS

OF

KNIGHT-RIDDER INVESTMENT COMPANY

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

Section 1.01 Annual Meeting. The annual meeting of the stockholders, for the purpose of electing directors and transacting such other business as may come before it, shall be held on such date and at such time and place, either within or without the State of Delaware, as may be specified by the Board of Directors.

Section 1.02 Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board, if any, by the President or by the Board of Directors. At a special meeting of the stockholders, no business shall be transacted which is not related to the purpose or purposes stated in the notice of meeting.

Any special meeting of the stockholders shall be held on such date and at such time and place, either within or without the State of Delaware, as may be specified by the person or persons calling the meeting.

Section 1.03 Notice of Meetings. Written notice of each stockholders’ meeting, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes thereof, shall be given to each stockholder entitled to vote at the meeting not less than ten nor more than sixty days before the date of the meeting.

Section 1.04 Quorum. Except as otherwise provided in the certificate of incorporation or by law, at any meeting of the stockholders a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting.

Section 1.05 Conduct of Meetings. The chief executive officer shall preside at any meeting of the stockholders. In such person’s absence, such other person as shall have been designated by the chief executive officer or the Board of Directors shall preside. The order of business at any meeting shall be as determined by the presiding officer.

The presiding officer shall have the power to prescribe such rules, regulations and procedures and to do all such things as in his judgment may be necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments, restrictions on entry to the meeting after the time scheduled for the commencement thereof and the opening and closing of the voting polls.

If present, the Secretary shall act as secretary of any meeting of the stockholders. In the Secretary’s absence, such other person as the presiding officer shall designate shall act as secretary of the meeting.

It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares

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registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 1.06 Voting. Except as otherwise provided in the certificate of incorporation or by law, (i) every holder of capital stock which is entitled to vote shall be entitled to one vote for each share of such stock registered in the name of such stockholder, (ii) directors shall be elected by a plurality of the votes cast at the meeting by the holders of shares entitled to vote for the election of directors and (iii) any other corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote thereon.

Section 1.07 Stockholder Action Without a Meeting. Except as otherwise provided in the certificate of incorporation, whenever the stockholders are required or permitted to take any action at any annual or special meeting, such action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 1.08 Record Date. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any

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dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01 Number. Except as otherwise provided in the certificate of incorporation, the number of directors shall be the number fixed from time to time by the Board or by the stockholders.

Section 2.02 Election and Term. At each annual meeting of the stockholders, directors shall be elected to hold office until their successors are elected and qualified or until their earlier resignation or removal.

Section 2.03 Meetings of the Board. Regular meetings of the Board of Directors shall be held at such times and places as the Board shall determine. Special meetings of the Board shall be held whenever called by the Chairman of the Board, if any, by the President or by a majority of the directors in office at the time.

Section 2.04 Notice of Meetings. No notice need be given of any regular meeting of the Board of Directors or of any adjourned meeting of the Board, nor need notice be given to any director who signs a written waiver thereof or who attends the meeting without protesting the lack of notice. Notices need not state the purpose of the meeting.

Notice of each special meeting of the Board shall be given to each director either by first class mail at least five days before the meeting or by telegram, telex, cable or like transmission, personal written delivery or telephone at least two days before the meeting. Any notice given by

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telephone shall be immediately confirmed by telegram, telex, cable or like transmission. Notices are deemed to have been given: by mail, when deposited in the mail with postage prepaid; by telegram, telex, cable or like transmission, at the time of sending; and by personal delivery or telephone, at the time of delivery. Written notices shall be sent to a director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.

Section 2.05 Quorum and Vote of Directors. Except as otherwise provided in the certificate of incorporation or by law, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business and the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

Section 2.06 Conduct of Meetings. The Chairman of the Board, if any, shall preside at any meeting of the Board of Directors. In the absence of the Chairman of the Board, a chairman of the meeting shall be elected from the directors present. If present, the Secretary shall act as secretary of any meeting of the Board. In the absence of the Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.07 Resignations of Directors. Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if such time is not specified therein, then upon receipt thereof; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 2.08 Removal of Directors. Except as otherwise provided in the certificate of incorporation or by law, any director or the entire Board of Directors may be removed, with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors.

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Section 2.09 Newly Created Directorships and Vacancies. Except as otherwise provided in the certificate of incorporation or by law, newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason, including the removal of directors without cause, may be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum exists, or by a sole remaining director.

Section 2.10 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation.

The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board but subject to the limitation of Section 141(c) of the Delaware General Corporation Law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

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The provisions of Section 2.04 for notice of meetings of the Board shall apply also to meetings of committees, unless different notice procedures shall be prescribed by the Board.

Each such committee shall serve at the pleasure of the Board. It shall keep minutes of its meetings and report the same to the Board and shall observe such other procedures as are prescribed by the Board.

Section 2.11 Compensation of Directors. Each director shall be entitled to receive as compensation for his services as director or committee member or for attendance at meetings of the Board of Directors or committees, or both, such amounts (if any) as shall be fixed from time to time by the Board. Each director shall be entitled to reimbursement for reasonable traveling expenses incurred by him in attending any such meeting. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 2.12 Telephonic Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 2.13 Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or the committee consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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ARTICLE III

OFFICERS

Section 3.01 Officers. The officers of the Corporation shall include a President, a Treasurer and a Secretary and may also include a Chairman of the Board, a Vice Chairman of the Board, one or more Vice Presidents (who may be further classified by such descriptions as “executive,” “senior” or “group” as determined by the Board of Directors), a Controller, Assistant Vice Presidents, Assistant Treasurers, Assistant Secretaries, Assistant Controllers and other officers and agents, as the Board of Directors may deem necessary or desirable.

Each officer shall have such authority and perform such duties, in addition to those specified in these By-Laws, as may be prescribed by the Board from time to time. The Board may from time to time authorize any officer to appoint and remove any other officer or agent and to prescribe such person’s authority and duties. Any person may hold at one time two or more offices.

Section 3.02 Term of Office, Resignation and Removal. Each officer shall hold office for the term for which elected or appointed by the Board of Directors, and until the person’s successor has been elected or appointed and qualified or until his earlier resignation or removal.

Any officer may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if such time is not specified therein, then upon receipt thereof; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Any officer may be removed by the Board, with or without cause. Removal of an officer without cause shall be without prejudice to such person’s contract rights, if any, and the election of appointment of an officer shall not of itself create contract rights.

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Section 3.03 Chairman of the Board. The Chairman of the Board shall be a member of the Board of Directors. The Chairman of the Board shall preside at all meetings of the stockholders and the Board of Directors and, if so designated by the Board, shall be the chief executive officer of the Corporation.

Section 3.04 President. Unless there shall be a Chairman of the Board designated by the Board of Directors as the chief executive officer of the Corporation, the President shall be the chief executive officer of the Corporation. Subject to the control of the Board of Directors and the Chairman of the Board (if designated chief executive officer), the President shall be responsible for the day-to-day management of the business and affairs of the Corporation and shall enjoy all other powers commonly incident to the office.

Section 3.05 Vice Presidents. Each of the Vice Presidents shall have such authority and perform such duties as may be prescribed from time to time.

Section 3.06 Treasurer and Assistant Treasurers. The Treasurer shall have the care and custody of all funds and securities of the Corporation, keep accounts of receipts and disbursements and of deposit or custody of moneys and other valuables and enjoy all powers commonly incident to the office.

In the case of the absence or inability to act of the Treasurer, any Assistant Treasurer may act in the Treasurer’s place.

Section 3.07 Secretary and Assistant Secretaries. The Secretary shall keep the minutes of the meetings of the stockholders and the Board of Directors and give notice of such meetings, have custody of the corporate seal and affix and attest such seal to any instrument to be executed under seal and enjoy all powers commonly incident to the office.

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In the case of the absence or inability to act of the Secretary, any Assistant Secretary may act in the Secretary’s place.

Section 3.08 Controller and Assistant Controllers. The Controller a have control of all books of account of the Corporation (other than those to be kept by the Treasurer), render accounts of the financial condition of the Corporation and enjoy all powers commonly incident to the office.

In the absence or inability to act of the Controller, any Assistant Controller may act in the Controller’s place.

Section 3.09 Compensation. Compensation of officers, agents and employees of the Corporation shall be fixed from time to time by, or under the authority of, the Board of Directors.

ARTICLE IV

CAPITAL STOCK

Section 4.01 Form of Certificates. Unless otherwise provided by resolution of the Board of Directors, the shares of stock of the Corporation shall be represented by certificates which shall be in such form as is prescribed by law and approved by the Board.

Section 4.02 Transfer of Shares. Transfers of shares of stock of the Corporation shall be registered on its records maintained for such purpose (i) upon surrender to the Corporation or a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or certificates or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require or (ii) if shares are not represented by certificates, upon compliance with such transfer procedures as may be approved by the Board or prescribed by applicable law.

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The Corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by law.

Section 4.03 Regulations. The Board of Directors shall have authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation, including without limitation such rules and regulations as may be deemed expedient concerning the issue of certificates in lieu of certificates claimed to have been lost, destroyed, stolen or mutilated.

ARTICLE V

GENERAL PROVISIONS

Section 5.01 Corporate Seal. The Board of Directors may adopt a corporate seal, alter such seal at its pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

Section 5.02 Fiscal Year. The fiscal year of the Corporation shall be such period as may be fixed by the Board of Directors from time to time.

Section 5.03 Indemnification. The Corporation shall indemnify each director and officer of the Corporation, and each person serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by the laws of Delaware, as from time to time in effect. The Corporation may, if and to the extent authorized by the Board of Directors of the Corporation in a specific case, indemnify employees or agents of the Corporation in the same manner and to the same extent. The

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indemnification obligations set forth herein shall inure to the benefit of heirs, executors, administrators and personal representatives of those entitled to indemnification and shall be binding upon any successor to the Corporation to the fullest extent permitted by the laws of Delaware, as from time to time in effect. The foregoing shall not be construed to limit the powers of the Board to provide any other rights to indemnify which it may deem appropriate. The Corporation shall indemnify to the full extent authorized or permitted by law any person made, or threatened to be made, a party to any action or proceeding (whether civil or criminal or otherwise) by reason of the fact that he, his testator or intestate, is or was a director or officer of the Corporation or, at the request of the Corporation, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law.

The Corporation shall have the power to purchase and maintain insurance to indemnify (a) itself for any obligation which it incurs as a result of the indemnification of directors and officers and (b) directors and officers in all instances, whether or not such indemnification is otherwise provided for by law or the foregoing provisions of this Section 5.03, subject to any specific limitations of law.

Section 5.04 Amendments. These By-Laws and any amendments hereof may be amended, or repealed, and new By-Laws may be adopted, either by the stockholders or by vote of a majority of all of the Board of Directors; but any By-Laws adopted by the Board may be amended or repealed by the stockholders.

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EX-3.2.24

Exhibit 3.2.24

McCLATCHY MANAGEMENT SERVICES, INC.

BY-LAWS

ARTICLE I

STOCKHOLDERS

Section 1 Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation.

Section 2 Special Meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors or the chief executive officer and shall be held at such place, on such date, and at such time as they or he or she shall fix.

Section 3 Notice of Meeting.

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4 Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

Section 5 Organization

Such person as the Board of Directors may have designated or, in the absence of such a person, the chief executive officer of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.

Section 6 Conduct of Business.

The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

Section 7 Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefore by a stockholder entitled to vote or by his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

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All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

Section 8 Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 9 Consent of Stockholders in Lieu of Meeting.

Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the corporation in the manner prescribed in the first paragraph of this Section.

ARTICLE II

BOARD OF DIRECTORS

Section 1 Number and Term of Office.

The number of directors who shall constitute the whole Board shall be such number as the Board of Directors shall from time to time have designated, except that in the absence of any such designation, such number shall be one (1). Each director shall be elected for a term of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law.

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Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

Section 2 Vacancies.

If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his or her successor is elected and qualified.

Section 3 Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 4 Special Meetings.

Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number) or by the chief executive officer and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five (5) days before the meeting or by telegraphing or telexing or by facsimile transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 5 Quorum.

At any meeting of the Board of Directors, a majority of the total number of the whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 6 Participation in Meetings By Conference Telephone.

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

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Section 7 Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 8 Powers.

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

(1) To declare dividends from time to time in accordance with law;

(2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(4) To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

(5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(6) To adopt from time to time such stock option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and,

(8) To adopt from time to time regulations, not inconsistent with these By-laws, for the management of the Corporation’s business and affairs.

Section 9 Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

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ARTICLE III

COMMITTEES

Section 1 Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 2 Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV

OFFICERS

Section 1 Generally.

The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person.

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Section 2 President.

The President shall be the chief executive officer of the Corporation. Subject to the provisions of these By-laws and to the direction of the Board of Directors, he or she shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.

Section 3 Vice President.

Each Vice President shall have such powers and duties as may be delegated to him or her by the Board of Directors. One (1) Vice President shall be designated by the Board to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

Section 4 Treasurer.

The Treasurer shall have the responsibility for maintaining the financial records of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe.

Section 5 Secretary.

The secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 6 Delegation of Authority.

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 7 Removal.

Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

Section 8 Action with Respect to Securities of other Corporations.

Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

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ARTICLE V

STOCK

Section 1 Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

Section 2 Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these By-laws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3 Record Date.

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of

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Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining stockholders entitled to consent to corporate action in writing shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 4 Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5 Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI

NOTICES

Section 1 Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice.

Section 2 Waivers.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

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ARTICLE VII

MISCELLANEOUS

Section 1 Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these By-laws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2 Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 3 Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4 Fiscal Year.

The fiscal year of the Corporation shall be as fixed by the Board of Directors.

Section 5 Time Periods.

In applying any provision of these By-laws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

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ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1 Right to Indemnification.

Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 2 Right to Advancement of Expenses.

The right to indemnification conferred in Section 1 of this ARTICLE VIII shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE VIII shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

Section 3 Right of Indemnitee to Bring Suit.

If a claim under Section 1 or 2 of this ARTICLE VIII is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a

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suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE VIII or otherwise shall be on the Corporation.

Section 4 Non-Exclusivity of Rights.

The rights to indemnification and to the advancement of expenses conferred in this ARTICLE VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5 Insurance.

The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6 Indemnification of Employees and Agents of the Corporation.

The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

These By-laws may be amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting.

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EX-3.2.25

Exhibit 3.2.25

BY-LAWS

OF

McCLATCHY NEWSPAPERS, INC.

(As Amended as of May 15, 1996)

ARTICLE I

The Board of Directors

Section 1.1: Authority of the Board. The business and affairs of McClatchy Newspapers, Inc. (herein called the “Company”) shall be managed by or under the direction of the Board of Directors (the “Board”) or, if authorized by the Board, by or under the direction of one or more committees thereof. Except as otherwise provided by law, the Company’s Certificate of Incorporation or these By-Laws, the Board or such committee, the Board or any committee thereof may act by unanimous written consent or, at an authorized meeting at which a quorum is present, by the vote of the majority of the Directors present at the meeting.

Section 1.2: Number of Directors; Vacancies. The authorized number of Directors who shall constitute the Board shall be fixed from time to time by resolution of the Board approved by at least a majority of the Directors then in office, provided that no such resolution other than a resolution to take effect as of the next election of Directors by the stockholders shall have the effect of reducing the authorized number of Directors to less than the number of Directors in office as of the effective time of the resolution.

Whenever there are fewer Directors in office than the authorized number of Directors, the Board may, by resolution approved by a majority of the Directors then in office, choose one or more additional Directors, each of whom shall hold office until the next annual meeting of stockholders and his successor is duly elected.

Section 1.3: Authorized Meetings of the Board. The Board shall have authority to hold annual, regular and special meetings. The annual meeting of the Board shall be held immediately following the annual meeting of the stockholders at such place as may be determined by resolution of the Board. Regular meetings of the Board may be held at such times and places as may be determined from time to time by resolution of the Board. Special meetings of the Board may be held at such times and places as may be called by the Chairman of the Board, the Publisher, the President, or by at least three members of the Board. A special meeting of the Board shall be an authorized meeting only if the Directors receive reasonable notice of the time and place of the meeting; provided, however, that one day’s notice shall be conclusively reasonable.

The Chairman of the Board shall preside over all Board meetings. If the Chairman of the Board is absent, the Publisher, President or a chairman chosen at the meeting shall preside over the meeting.

At all meetings of the Board, a majority of the Directors then in office shall constitute a quorum. If any meeting of the Board shall lack a quorum, a majority of the Directors present may adjourn the meeting from time to time, without notice, until a quorum is obtained.

Section 1.4: Committees. The Board may by resolution establish committees of the Board with various powers, duties and rules of procedure. Unless the Board otherwise provides, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these By-Laws. Any such committee shall have a secretary and report its actions to the Board.

Section 1.5: Compensation. Directors who are not also employees of the Company shall be entitled to such compensation for their service on the Board or any committee thereof as the Board may from time to time determine.

ARTICLE II

Officers

Section 2.1: Designated Officers. The officers of the Company shall be elected by, and serve at the pleasure of, the Board and shall consist of a Chairman of the Board, a President and a Secretary, and such other officers, including, without limitation, a Publisher, a Treasurer, a Controller, one or more Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers as the Board may determine as appropriate.

Section 2.2: Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and shall have such other powers and perform such other duties as may from time to time be granted or assigned to him by the Board.

Section 2.3: President. The President shall be the chief executive officer of the Company. In managing its operations, he shall report as appropriate to the Board and shall be subject to the instructions given to him by the Board. He shall have such other powers and perform such other duties as may from time to time be granted or assigned to him by the Board.

Section 2.4: Publisher. The Publisher shall have responsibility for advising the Company regarding outside corporate relations and acquisitions, and shall have such other powers and perform such other duties as may from time to time be granted or assigned to him by the Board.

Section 2.5: Vice Presidents. In the absence of the Chairman of the Board, the Publisher or the President, or in their inability or refusal to act, the Vice Presidents in the order designated by the Board shall act in their place. The Vice Presidents shall also have such other powers and perform such other duties as may from time to time be granted or assigned to them by the Board.

Section 2.6: Treasurer. The Treasurer shall be the chief financial officer of the Company. He shall have custody of the Company’s funds and deposit and pay out such funds in accordance with the direction of the Board. The Treasurer shall also have such other powers and perform such other duties as may from time to time be granted or assigned to him by the Board.

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Section 2.7: Assistant Treasurers. The Assistant Treasurers shall assist the Treasurer in the performance of his duties and shall have such other powers and perform such other duties as may from time to time be granted or assigned to them by the Board.

Section 2.8: Controller. The Controller shall be the chief accounting officer of the Company and shall have charge of the Company’s books of accounts and records. He shall also have such other powers and perform such other duties as may from time to time be granted or assigned to him by the Board.

Section 2.9: Secretary. The Secretary shall keep full and complete records of the proceedings of the Board, its committees, and the meetings of the stockholders; keep the seal of the Company and affix it to all instruments which may require it; have custody of and maintain the Company’s stockholder records. The Secretary shall also have such other powers and perform such other duties as may from time to time be granted or assigned to him by the Board.

Section 2.10: Assistant Secretaries. The Assistant Secretaries shall assist the Secretary in the performance of his duties, and shall have such other powers and perform such other duties as may from time to time be granted or assigned to them by the Board.

Section 2.11: Other Officers. Any other elected officer shall have such powers and perform such duties as may from time to time be granted or assigned to him by the Board.

Section 2.12: Powers of Attorney. Whenever an applicable statute, decree, rule or regulation requires a document to be subscribed by a particular officer of the Company, such document may be signed on behalf of such officer by a duly appointed attorney-in-fact, except as otherwise directed by the Board.

ARTICLE III

Offices

The Company shall have an office at 2100 “Q” Street, Sacramento, California, and shall also have offices at such other places as the Board may from time to time determine.

ARTICLE IV

Stock and Stock Certificates

Section 4.1: Common Stock. The Board may from time to time issue new shares of the Company’s “Class A Common Stock” up to the limit of authorized shares of such class. The Board may also authorize the purchase on behalf of the Company for its treasury of issued and outstanding shares of Class A or Class B Common Stock, and the resale, assignment or other transfer by the Company of any such treasury shares of Class A Common Stock.

Shares of Class A and Class B Common Stock shall be represented by certificates, which shall be registered upon the books of the Company.

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Section 4.2: Form of Certificate. Every holder of Common Stock in the Company shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board or the President and by the Secretary. All such certificates shall bear the seal of the Company or a facsimile thereof, and shall be countersigned by a Transfer Agent and Registrar for the Common Stock.

Certificates of Common Stock signed by the Chairman of the Board or the President and the Secretary, if properly countersigned as set forth above by a Transfer Agent and the Registrar, and if regular in other respects, shall be valid, whether such officers hold their respective positions at the date of issue or not.

Any signature or countersignature on certificates of Common Stock may be an actual signature or a printed or engraved facsimile.

Section 4.3: Lost, Stolen, or Destroyed Certificates. The Company may issue a new certificate of Common Stock in the place of any certificate issued by it, alleged to have been lost, stolen or destroyed; and the Company may require the owner of the lost, stolen or destroyed certificate to give the Company or its designated representative both an affidavit or affirmation of such loss, theft or destruction and a bond of indemnity or indemnity agreement covering the issuance of any replacement certificate.

Section 4.4: Stock Transfers. Transfer of shares of Common Stock shall be made on the books of the Company only upon the surrender of a valid certificate of Common Stock endorsed by the person named in the certificate or by an attorney lawfully constituted in writing. The Company may impose such additional conditions to the transfer of its stock as may be necessary or appropriate for compliance with applicable law or to protect the Company, a Transfer Agent or the Registrar from liability with respect to such transfer.

Section 4.5: Stockholders of Record. The Board may fix a time as a record date for the determination of stockholders entitled to receive any dividend or distribution declared to be payable on any shares of the Company; or to vote upon any matter to be submitted to the vote of any stockholders of the Company; or to be present or to be represented by proxy at any meeting of the stockholders of the Company, which record date in the case of a meeting of the stockholders shall be not more than sixty nor less than ten days before the date set for such meeting; and other stockholders of record as of the record date shall be entitled to receive such dividend or distribution, or to vote on such matter, or to be present or represented by proxy at such meeting.

Section 4.6: Registered Stockholders. The Company shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as owner. The Company shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, except as otherwise provided by federal or Delaware law.

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ARTICLE V

Meetings of Stockholders

Section 5.1: Annual Meetings of Stockholders. An annual meeting of stockholders to elect directors and transact such other business as may properly be presented to the meeting shall be held at the date, hour and place as the Board may from time to time fix. At the Annual Meeting, the holders of Class A Common Stock, voting as a separate class, shall elect that number of Directors which constitutes twenty-five percent (25%) of the authorized number of Directors, or if such twenty-five percent shall not be a whole number, then the nearest higher whole number of Directors. The remaining number of authorized Directors shall be elected by the holders of Class B Common Stock, voting as a separate class.

Section 5.2: Special Meetings of Stockholders. Special meetings of the stockholders for any purpose or purposes, unless prohibited by law, may be called by the Board. Notice of a special meeting of stockholders shall state the purpose or purposes of the meeting, and no other business other than that stated in the notice shall be considered or transacted without the unanimous consent of all stockholders entitled to vote.

Section 5.3: Notices of Meetings. Written notice of all meetings of the stockholders stating the place, date and hour of the meeting, shall be mailed, postage prepaid, not less than ten nor more than sixty days before such meeting to each stockholder entitled to notice of or to vote at, any meeting of stockholders at the address of such stockholder as it appears on the records of the Company.

Section 5.4: Conduct of Meetings. The Chairman of the Board, or such other officer as may preside at any meeting of the stockholders, shall have authority to establish, from time to time, such rules for the conduct of such meeting, and to take such action, as may in his judgment be necessary or proper for the conduct of the meeting and in the best interests of the Company and the stockholders in attendance in person or by proxy.

Section 5.5: Quorum for Action by Stockholders, Voting. At all elections or votes for any purpose, there must be represented a number of shares sufficient to constitute a majority of the outstanding voting power of the Common Stock.

For the election of directors a plurality of the votes cast by the respective classes shall be sufficient to elect the Directors to be elected by each such class. With respect to other matters, unless otherwise provided by law, the Company’s Certificate of Incorporation or these By-Laws, the affirmative vote of the holders of the majority of the voting power of the Common Stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Where a separate vote by class is required, the affirmative vote of the holders of a majority of the shares of each class of stock shall be the act of such class, except as otherwise provided by law, the Company’s Certificate of Incorporation or these By-Laws.

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Section 5.6: Adjournments. Any meeting of stockholders may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the reconvened meeting the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.7: Proxies. Any stockholder entitled to vote at a meeting of stockholders may be represented and have his shares voted by a proxy or proxies appointed by an instrument in writing executed by the stockholder of record; provided, however, that no such instrument may appoint more than three persons to act as proxies. If an instrument shall purport to appoint more than three persons to act as proxies, the Company shall recognize as proxies only the first three persons listed as appointed. No such instrument shall be valid except for the purposes expressly stated therein, and shall not be valid after the expiration of three years from the date of its execution, unless the person executing it specifies therein that the proxy shall continue for a longer period. Subject to the above, any written instrument appointing a proxy or proxies and duly executed by a stockholder of record shall, unless otherwise limited by its terms, continue in full force and effect until a written instrument bearing a later date is filed with the Secretary, which instrument by its terms either revokes the earlier appointment or creates a new appointment.

ARTICLE VI

Corporate Seal

The seal of the Company shall have inscribed thereon the name of the Company and the words “Incorporated July 2, 1987 Delaware.”

ARTICLE VII

Amendments

These By-Laws may be amended or repealed, and new by-laws adopted, by the Board; but the stockholders may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

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EX-3.2.26

Exhibit 3.2.26

BYLAWS

OF

KR U.S.A., INC.

a Delaware corporation

ARTICLE I

OFFICES

Section 1. The location of the registered office of the corporation shall be as stated in the Certificate of Incorporation, which location may be changed from time to time by the board of directors.

Section 2. The corporation may also have offices or branches at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or as the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders shall be held at the registered office of the corporation, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting.

Section 2. Annual meetings of stockholders shall be held on the first Tuesday of the third month of each fiscal year of the corporation if not a legal holiday in the state in which the meeting shall be held, and if a legal holiday, then on the next secular day following, at such time as determined by the board of directors, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting. At the annual meeting, the stockholders shall elect a board of directors and transact such other business as may properly be brought before the meeting. If the annual meeting is not held on the date designated therefor, the board of directors shall cause the meeting to be held as soon thereafter as convenient.

Section 3. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the chairman of the board or president, and shall be called by the chairman of the board or president at the request in writing of a majority of the board of directors or at the request in writing of the holders of not less than 10% of all the shares entitled to vote at a meeting. Such request shall state the purpose or purposes of the proposed meeting.

Section 4. The officer or agent who has charge of the stock ledger of the corporation shall at least 10 days before every meeting of stockholders make and certify a complete list of the stockholders entitled to vote at a stockholders’ meeting, or any adjournment thereof. The list shall be arranged in alphabetical order with each class and series and show the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least 10 days prior to the meeting, at a place within the city where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Except as may be provided by statute, written notice of an annual or special meeting of stockholders stating the place, date and hour of the meeting, where the list of stockholders may be inspected (if other than at the place of the meeting), and the purpose or purposes for which the meeting is called, shall be delivered, either personally or by first-class mail, not less than 10 nor more than 60 days before the date of the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at his address as it appears on the records of the corporation with postage thereon prepaid.

Section 6. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise expressly required by statute or by the Certificate of Incorporation. All stockholders present in person or represented by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. If, however, such quorum shall not be initially present at any meeting of stockholders, a majority of the stockholders entitled to vote thereat shall nevertheless have power to adjourn the meeting from time to time and to another place, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 7. When an action other than the election of directors is to be taken by vote of the stockholders, it shall be authorized by the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter, unless a greater plurality is required by express requirement of the statutes or of the Certificate of Incorporation, in which case such express provision shall govern and control the decision of such question. “Shares represented at the meeting” shall be determined as of the time the existence of the quorum is determined and shall indicate shares present in person or represented by proxy. Except as otherwise expressly required by the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast at an election.

Section 8. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder except as otherwise expressly required in the Articles of Incorporation. A vote may be

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cast either orally or in writing. Each proxy shall be in writing and signed by the stockholder or his authorized agent or representative. A proxy is not valid after the expiration of three years after its date unless the person executing it specifies therein the length of time for which it is to continue in force. Unless prohibited by law, a proxy otherwise validly granted by telegram shall be deemed to have been signed by the granting stockholder. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting.

Section 9. Attendance of a person at a meeting of stockholders in person or by proxy constitutes a waiver of notice of the meeting except where the stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

Section 10. Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of the stockholders, or any other action which may be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted. Promptly after obtaining such authorization by written consent, notice shall be given to those stockholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action.

ARTICLE III

DIRECTORS

Section 1. The business and affairs of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2. The number of directors which shall constitute the whole board shall not be less than one nor more than seven. The number of directors shall be determined from time to time by resolution of the board of directors. In the absence of an express determination by the board, the number of directors, until changed by the board, shall be that number of directors elected at the most recently held annual meeting of stockholders or, if no such meeting has been held, the number elected by the incorporator in the initially filed Certificate of Incorporation. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this article, and each director elected shall hold office until his successor is elected and qualified or until his resignation or removal. Directors need not be stockholders or officers of the corporation.

Section 3. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by a sole remaining director, or by the stockholders, and the directors so chosen shall hold office until the next annual election of directors by the stockholders and until their successors are duly elected and qualified or until their resignation or removal. Any director may be removed, with or without cause, by the stockholders at a meeting of the stockholders called expressly for that purpose.

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Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Unless otherwise restricted by the Certificate of Incorporation, members of the board of directors, or any committee designated by the board, may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 5. The first board of directors shall hold office until the first annual meeting of stockholders. Thereafter, the first meeting of each newly elected board of directors shall be held promptly following the annual meeting of stockholders on the date thereof. No notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors.

Section 6. Regular meetings of the board of directors may be held at such time and at such place as shall from time to time be determined by the board of directors or by the chairman of the board or president. Any notice given of a regular meeting need not specify the business to be transacted or the purpose of the meeting.

Section 7. Special meetings of the board may be called by the chairman of the board or president on four days’ notice to each director by mail or 24 hours’ notice either personally, by telephone or by telegram; special meetings shall be called by the chairman of the board or president in like manner and on like notice on the written request of two directors. The notice need not specify the business to be transacted or the purpose of the special meetings. The notice shall specify the place of the special meeting.

Section 8. At all meetings of the board, a majority of the number of directors determined pursuant to Article III, Section 2 of these Bylaws shall constitute a quorum for the transaction of business. At all meetings of a committee of the board, a majority of the directors then members of the committee in office shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which there is a quorum shall be the act of the board of directors or the committee, unless the vote of a larger number is specifically required by statute, by the Certificate of Incorporation, or by these Bylaws. If a quorum shall not be present at any meeting of the board of directors or a committee, the members present thereat may adjourn the meeting from time to time and to another place without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if, before or after the action, all members of the board or committee consent thereto in writing. The written consents shall be filed with the minutes of proceedings of the board or committee. Such consents shall have the same effect as a vote of the board or committee for all purposes.

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Section 10. A majority of the whole board of directors may, by resolution, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board, shall have and may exercise the power and authority of the board of directors in the management of the business and affairs of the corporation; provided, however, such a committee shall not have the power or authority to:

(a) amend the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided by statute, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes of any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series);

(b) adopt an agreement of merger or consolidation as provided by statute;

(c) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s properties and assets;

(d) recommend to the stockholders a dissolution or a revocation of a dissolution; or

(e) amend the Bylaws of the corporation.

Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. A committee, and each member thereof, shall serve at the pleasure of the board.

Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 12. By resolution of the board of directors and irrespective of any personal interest of any director, the board may establish reasonable compensation of directors for services to the corporation as directors, officers or members of a committee. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

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Section 13. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or a subsequent time as set forth in the notice of resignation.

Section 14. Attendance of a director at a meeting constitutes a waiver of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 15. Unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, written notice is required to be given to any director, committee member or stockholder, such notice may be given in writing by mail (registered, certified or other first class mail) addressed to such director, stockholder or committee member at his address as it appears on the records of the corporation, with postage thereon prepaid. Such notice shall be deemed to be given at the time when the same shall be deposited in a post office or official depository under the exclusive care and custody of the United States postal service.

Section 2. Whenever any notice is required to be given under the provision of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or a committee, need be specified in any written waiver of notice.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors at its first meeting after each annual meeting of stockholders. There shall be a president, a secretary and a treasurer. The board of directors may also create and fill the offices of chairman of the board and vice-chairman of the board, and may choose one or more vice-presidents, one or more assistant secretaries, and one or more assistant treasurers. Any number of offices may be held by the same person, but the board by resolution may require that at least two persons shall be officers for purposes of compliance with Article VI, Section 1, hereof.

Section 2. The board of directors may from time to time appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

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Section 3. The salaries of all officers of the corporation shall be fixed by the board of directors.

Section 4. The officers of the corporation shall hold office at the pleasure of the board of directors. Any officer elected or appointed by the board of directors may be removed at any time by the board of directors with or without cause whenever, in its judgment, the best interests of the corporation will be served thereby. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice of resignation.

Section 5. Unless otherwise provided by resolution of the board of directors, the president shall be the chief executive officer of the corporation, shall, in the absence or non-election of a chairman or vice-chairman of the board of directors, preside at all meetings of the stockholders and the board of directors (i) he shall be a member of the board), shall have general and active management of the business and affairs of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. He shall execute on behalf of the corporation, and may affix or cause the seal to be affixed to, all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation, and he shall have the authority to vote any shares of stock owned by the corporation.

Section 6. The vice-presidents shall act under the direction of the president and in the absence or disability of the president shall perform the duties and exercise the powers of the president. They shall perform such other duties and have such other powers as the president or the board of directors may from time to time prescribe. The board of directors may designate one or more executive vice-presidents or may otherwise specify the order of seniority of the vice-presidents. The duties and powers of the president shall descend to the vice-presidents in such specified order of seniority.

Section 7. The secretary shall act under the direction of the president. Subject to the direction of the president he shall attend all meetings of the board of directors and all meetings of the stockholders and record the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the president or the board of directors. He shall keep in safe custody the seal of the corporation and, when authorized by the president or the board of directors, cause it to be affixed to any instrument requiring it. He shall be responsible for maintaining the stock transfer book and minute book of the corporation and shall be responsible for their updating.

Section 8. The assistant secretaries shall act under the direction of the president. In the order of their seniority in office, unless otherwise determined by the president or the board of directors, they shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the president or the board of directors may from time to time prescribe.

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Section 9. The treasurer shall act under the direction of the president. Subject to the direction of the president he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the president or the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. He may affix or cause to be affixed the seal of the corporation to documents so requiring the seal.

Section 10. The assistant treasurers in the order of their seniority of office, unless otherwise determined by the president or the board of directors shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the president or the board of directors may from time to time prescribe.

Section 11. To the extent the powers and duties of the several officers are not provided from time to time by resolution or other directive of the board of directors or by the president (with respect to other officers), the officers shall have all powers and shall discharge the duties customarily and usually held and performed by like officers of the corporations similar in organization and business purposes to this corporation.

ARTICLE VI

CERTIFICATES OF STOCK

AND STOCKHOLDERS OF RECORD

Section 1. The shares of stock of the corporation shall be represented by certificates signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors or the president or a vice-president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation. Each holder of stock in the corporation shall be entitled to have such a certificate certifying the number of shares owned by him in the corporation.

Section 2. Any of or all the signatures on the certificate may be a facsimile if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue. The seal of the corporation or a facsimile thereof may, but need not, be affixed to the certificates of stock.

Section 3. The board of directors may direct a new certificate for shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate, the board of directors may, in its

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discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate, or his legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its stock transfer book for shares of the corporation.

Section 5. In order that the corporation may determine the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express consent to, or to dissent from, a proposal without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a date as a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. The stock transfer books of the corporation shall not be closed.

If no record date is fixed:

(a) the record date for determining the stockholders of record entitled to notice of, or to vote at, a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(b) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed; and

(c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered upon its stock transfer book for shares of the corporation as the owner of shares for all purposes, including voting and dividends, and shall not be bound to recognize any equitable or other claim to interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Florida.

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ARTICLE VII

INDEMNIFICATION

Section 1. The corporation shall indemnify, and advance expenses to the fullest extent authorized or permitted by the provisions of Section 145 of the Delaware General Corporation Law to any person, and his heirs, executors, administrators and legal representatives, who was or is a party or is threatened to be made a party to threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or serves or served any other enterprise at the request of the corporation in any such capacity.

Section 2. Article VII, Section 1 of these Bylaws shall not be construed to mean that indemnification and advancement of expenses by the corporation pursuant to Section 145(f) of the Delaware General Corporation Law is not permitted. The corporation may indemnify and advance expenses to any person pursuant to such Section 145(f), or any amended or successor section, to the extent and in the manner desired by the corporation and permitted by law.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. All checks, drafts or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may from time to time designate.

Section 2. The fiscal year of the corporation shall be fixed from time to time by resolution of the board of directors, but shall end on December 31st of each year is not otherwise fixed by the board.

Section 3. The board of directors may adopt a corporate seal for the corporation. The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 4. The corporation shall keep within or without the State of Delaware books and records of account and minutes of the proceedings of its stockholders, board of directors and executive committee, if any. The corporation shall keep at its registered office or at the office of its transfer agent within or without the State of Delaware a stock transfer book for shares of the corporation containing the names and addresses of all stockholders, the number, class and series of shares held by each and the dates when they respectively became holders of record thereof. Any of such stock transfer book, books, records or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

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Section 5. These Bylaws shall govern the internal affairs of the corporation, but only to the extent they are consistent with governing law and the Certificate of Incorporation. Nothing contained in the Bylaws shall, however, prevent the imposition by contract of greater voting, notice or other requirements than those set forth in these Bylaws.

ARTICLE IX

AMENDMENTS

Section 1. The Bylaws may be amended or repealed, or new Bylaws may be adopted, by action of the stockholders and, if permitted by the Certificate of Incorporation, the board of directors. The stockholders may from time to time specify particular provisions of the Bylaws which shall not be altered or repealed by the board of directors.

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EX-3.2.27

Exhibit 3.2.27

CERTIFICATE OF AMENDMENT

OF BYLAWS OF

THE MIAMI HERALD PUBLISHING COMPANY

The undersigned, being Secretary of The Miami Herald Publishing Company (formerly Miami Herald Holding Company, Inc.) (the “Company”) hereby certifies that Article II, Section 2.2 of the Bylaws of this Company was amended by the Board of Directors, effective January 30, 2007, to read as follows:

“The Board shall consist of three (3) members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.”

Dated: January 30, 2007

/s/ Karole Morgan-Prager

Karole Morgan-Prager, Secretary

BYLAWS OF

MIAMI HERALD HOLDING COMPANY, INC.

Adopted June 19, 2006

TABLE OF CONTENTS

		Page
ARTICLE I - MEETINGS OF STOCKHOLDERS		1
1.1	Place of Meetings	1
1.2	Annual Meeting	1
1.3	Special Meeting	1
1.4	Notice of Stockholders’ Meetings	2
1.5	Quorum	2
1.6	Adjourned Meeting; Notice	2
1.7	Conduct of Business	2
1.8	Voting	2
1.9	Stockholder Action by Written Consent Without a Meeting	3
1.10	Record Date for Stockholder Notice; Voting; Giving Consents	4
1.11	Proxies	5
1.12	List of Stockholders Entitled to Vote	5
ARTICLE II - DIRECTORS		5
2.1	Powers	5
2.2	Number of Directors	5
2.3	Election, Qualification and Term of Office of Directors	6
2.4	Resignation and Vacancies	6
2.5	Place of Meetings; Meetings by Telephone	7
2.6	Conduct of Business	7
2.7	Regular Meetings	7
2.8	Special Meetings; Notice	7
2.9	Quorum	8
2.10	Board Action by Written Consent Without a Meeting	8
2.11	Fees and Compensation of Directors	8
2.12	Removal of Directors	8
ARTICLE III - COMMITTEES		8
3.1	Committees of Directors	8
3.2	Committee Minutes	9
3.3	Meetings and Actions of Committees	9
3.4	Subcommittees	9
ARTICLE IV - OFFICERS		10
4.1	Officers	10
4.2	Appointment of Officers	10
4.3	Subordinate Officers	10
4.4	Removal and Resignation of Officers	10
4.5	Vacancies in Offices	10

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		Page
4.6	Representation of Shares of Other Corporations	10
4.7	Authority and Duties of Officers	10
ARTICLE V - INDEMNIFICATION		11
5.1	Indemnification of Directors and Officers in Third Party Proceedings	11
5.2	Indemnification of Directors and Officers in Actions by or in the Right of the Company	11
5.3	Successful Defense	11
5.4	Indemnification of Others	12
5.5	Advanced Payment of Expenses	12
5.6	Limitation on Indemnification and Advancement of Expenses	12
5.7	Determination; Claim	13
5.8	Non-Exclusivity of Rights	13
5.9	Insurance	13
5.10	Survival	13
5.11	Effect of Repeal or Modification	13
5.12	Certain Definitions	13
ARTICLE VI - STOCK		14
6.1	Stock Certificates; Partly Paid Shares	14
6.2	Special Designation on Certificates	14
6.3	Lost Certificates	15
6.4	Dividends	15
6.5	Stock Transfer Agreements	15
6.6	Registered Stockholders	15
6.7	Transfers	15
ARTICLE VII - MANNER OF GIVING NOTICE AND WAIVER		16
7.1	Notice of Stockholder Meetings	16
7.2	Notice by Electronic Transmission	16
7.3	Notice to Stockholders Sharing an Address	17
7.4	Notice to Person with Whom Communication is Unlawful	17
7.5	Waiver of Notice	17
ARTICLE VIII - GENERAL MATTERS		17
8.1	Fiscal Year	17
8.2	Seal	17
8.3	Annual Report	18
8.4	Construction; Definitions	18
ARTICLE IX - AMENDMENTS		18

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BYLAWS

ARTICLE I - MEETINGS OF STOCKHOLDERS

1.1 Place of Meetings. Meetings of stockholders of Miami Herald Holding Company, Inc. (the “Company”) shall be held at any place, within or outside the State of Delaware, determined by the Company’s board of directors (the “Board”). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Company’s principal executive office.

1.2 Annual Meeting. An annual meeting of stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual meeting. The Company shall not be required to hold an annual meeting of stockholders, provided that (i) the stockholders are permitted to act by written consent under the Company’s certificate of incorporation and these bylaws, (ii) the stockholders take action by written consent to elect directors and (iii) the stockholders unanimously consent to such action or, if such consent is less than unanimous, all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

1.3 Special Meeting. A special meeting of the stockholders may be called at any time by the Board, Chairperson of the Board, Chief Executive Officer or President (in the absence of a Chief Executive Officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If any person(s) other than the Board calls a special meeting, the request shall:

(i) be in writing;

(ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and

(iii) be delivered personally or sent by registered mail or by facsimile transmission to the Chairperson of the Board, the Chief Executive Officer, the President (in the absence of a Chief Executive Officer) or the Secretary of the Company.

The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

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1.4 Notice of Stockholders’ Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

1.5 Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. If however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in section 1.6, until a quorum is present or represented.

1.6 Adjourned Meeting; Notice. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

1.7 Conduct of Business. Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoing persons by the President, or in the absence of the foregoing persons by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

1.8 Voting. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of section 1.10 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

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Except as may be otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

1.9 Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

An electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission.

In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records.

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Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

1.10 Record Date for Stockholder Notice; Voting; Giving Consents. In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date:

(i) in the case of determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;

(ii) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board; and

(iii) in the case of determination of stockholders for any other action, shall not be more than 60 days prior to such other action.

If no record date is fixed by the Board:

(i) the record date for determining stockholders entitled to notice of or to vote at a “meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and

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(iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided that the Board may fix a new record date for the adjourned meeting.

1.11 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

1.12 List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger of the Company shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Company shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Company’s principal place of business. In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

ARTICLE II - DIRECTORS

2.1 Powers. The business and affairs of the Company shall be managed by or under the direction of the Board, except as may be otherwise provided in the DGCL or the certificate of incorporation.

2.2 Number of Directors. The Board shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

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2.3 Election, Qualification and Term of Office of Directors. Except as provided in section 2.4 of these bylaws, and subject to sections 1.2 and 1.9 of these bylaws, directors shall be elected at each annual meeting of stockholders. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

2.4 Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws:

(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the Company should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

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A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.5 Place of Meetings; Meetings by Telephone. The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

2.6 Conduct of Business. Meetings of the Board shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

2.7 Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

2.8 Special Meetings; Notice. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or any two directors.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Company’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Company’s principal executive office) nor the purpose of the meeting.

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2.9 Quorum. At all meetings of the Board, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

2.10 Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.11 Fees and Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.

2.12 Removal of Directors. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE III - COMMITTEES

3.1 Committees of Directors. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or

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in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Company.

3.2 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

3.3 Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) section 2.5 (Place of Meetings; Meetings by Telephone);

(ii) section 2.7 (Regular Meetings);

(iii) section 2.8 (Special Meetings; Notice);

(iv) section 2.9 (Quorum);

(v) section 2.10 (Board Action by Written Consent Without a Meeting); and

(vi) section 7.5 (Waiver of Notice)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(ii) special meetings of committees may also be called by resolution of the Board; and

(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

3.4 Subcommittees. Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

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ARTICLE IV - OFFICERS

4.1 Officers. The officers of the Company shall be a President and a Secretary. The Company may also have, at the discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

4.2 Appointment of Officers. The Board shall appoint the officers of the Company, except such officers as may be appointed in accordance with the provisions of section 4.3 of these bylaws.

4.3 Subordinate Officers. The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

4.4 Removal and Resignation of Officers. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

4.5 Vacancies in Offices. Any vacancy occurring in any office of the Company shall be filled by the Board or as provided in section 4.3.

4.6 Representation of Shares of Other Corporations. Unless otherwise directed by the Board, the President or any other person authorized by the Board or the President is authorized to vote, represent and exercise on behalf of the Company all rights incident to any and all shares of any other corporation or corporations standing in the name of the Company. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

4.7 Authority and Duties of Officers. Except as otherwise provided in these bylaws, the officers of the Company shall have such powers and duties in the management of the Company as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

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ARTICLE V - INDEMNIFICATION

5.1 Indemnification of Directors and Officers in Third Party Proceedings. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

5.2 Indemnification of Directors and Officers in Actions by or in the Right of the Company. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

5.3 Successful Defense. To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in section 5.1 or section 5.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

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5.4 Indemnification of Others. Subject to the other provisions of this Article V, the Company shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL or other applicable law. The Board shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

5.5 Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Company in defending any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article V or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate.

Notwithstanding the foregoing, unless otherwise determined pursuant to section 5.8, no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company, in which event this paragraph shall not apply) in any Proceeding if a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, that facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company.

5.6 Limitation on Indemnification and Advancement of Expenses. Subject to the requirements in section 5.3 and the DGCL, the Company shall not be required to provide indemnification or, with respect to clauses (i), (iii) and (iv) below, advance expenses to any person pursuant to this Article V:

(i) in connection with any Proceeding (or part thereof) initiated by such person except (i) as otherwise required by law, (ii) in specific cases if the Proceeding was authorized by the Board, or (iii) as is required to be made under section 5.7;

(ii) in connection with any Proceeding (or part thereof) against such person providing for an accounting or disgorgement of profits pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutory law or common law;

(iii) for amounts for which payment has actually been made to or on behalf of such person under any statute, insurance policy or indemnity provision, except with respect to any excess beyond the amount paid; or

(iv) if prohibited by applicable law.

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5.7 Determination; Claim. If a claim for indemnification or advancement of expenses under this Article V is not paid in full within 60 days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such suit, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or advancement of expenses under applicable law.

5.8 Non-Exclusivity of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Company is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

5.9 Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the DGCL.

5.10 Survival. The rights to indemnification and advancement of expenses conferred by this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

5.11 Effect of Repeal or Modification. Any repeal or modification of this Article V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

5.12 Certain Definitions. For purposes of this Article V, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the

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Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article V.

ARTICLE VI - STOCK

6.1 Stock Certificates; Partly Paid Shares. The shares of the Company shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Company by the Chairperson of the Board or Vice Chairperson of the Board, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. The Company shall not have power to issue a certificate in bearer form.

The Company may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Company in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2 Special Designation on Certificates. If the Company is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Company shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issue to represent such class or series of stock a statement that the Company will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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6.3 Lost Certificates. Except as provided in this section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Company and cancelled at the same time. The Company may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4 Dividends. The Board, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the Company’s capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock, subject to the provisions of the certificate of incorporation.

The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

6.5 Stock Transfer Agreements. The Company shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

6.6 Registered Stockholders. The Company:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

6.7 Transfers. Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and upon the surrender of a certificate or certificates for a like number of shares, properly endorsed.

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ARTICLE VII - MANNER OF GIVING NOTICE AND WAIVER

7.1 Notice of Stockholder Meetings. Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the Company’s records. An affidavit of the Secretary or an Assistant Secretary of the Company or of the transfer agent or other agent of the Company that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2 Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the Company under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any such consent shall be deemed revoked if:

(i) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent; and

(ii) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof; and that may be directly reproduced in paper form by such a recipient through an automated process.

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Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

7.3 Notice to Stockholders Sharing an Address. Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Company under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any stockholder who fails to object in writing to the Company, within 60 days of having been given written notice by the Company of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

7.4 Notice to Person with Whom Communication is Unlawful. Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Company is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

7.5 Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VIII - GENERAL MATTERS

8.1 Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the Board.

8.2 Seal. The Company may adopt a corporate seal, which shall be in such form as may be approved from time to time by the Board. The Company may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

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8.3 Annual Report. The Company shall cause an annual report to be sent to the stockholders of the Company to the extent required by applicable law. If and so long as there are fewer than 100 holders of record of the Company’s shares, the requirement of sending an annual report to the stockholders of the Company is expressly waived (to the extent permitted under applicable law).

8.4 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws.

Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX - AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the Company may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

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EX-3.2.28

Exhibit 3.2.28

BYLAWS

OF

NEWSPRINT VENTURES, INC

ARTICLE I

OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office for the transaction of business of the corporation (“principal executive office”) is located in Sacramento County, California.

SECTION 2. OTHER OFFICES

The board of directors may at any time establish branch or subordinate offices at any location where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

SECTION 1. PLACE OF MEETING

Meetings of shareholders shall be held at any location within or outside of the State of California designated by the board of directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

SECTION 2. ANNUAL MEETING

The annual meeting of shareholders shall be held on the last Thursday of March in each year at the corporation’s principal executive office. However, if this day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day. At this meeting, directors shall be elected, and any other proper business may be transacted.

SECTION 3. SPECIAL MEETING

a. Authorized Persons Who May Call. A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10 percent of the votes at that meeting.

SECTION 4. NOTICE OF SHAREHOLDERS’ MEETINGS

a. General Notice Contents. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 4.b of this Article not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of the nominee or nominees whom, at the time of the notice, management intends to present for election.

b. Manner of Giving Notice. Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges pre-paid, addressed to all shareholders entitled to vote at such meeting at the address of each such shareholder appearing on the books of the corporation or given by a shareholder to the corporation for, the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

SECTION 5. QUORUM

a. Majority Required. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders.

b. Loss of Quorum. The shareholders present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

SECTION 6. VOTING

a. Eligibility to Vote. The shareholders entitled to vote at any meeting of shareholders shall be persons holding shares as of the date determined in accordance with the provisions of Section 7 of this Article.

b. Cumulative Voting. Each shareholder entitled to vote at any election of directors shall have the right to cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his shares are entitled, or to distribute his votes on the same principle among as many candidates as he desires. No shareholder shall be entitled to cumulate votes unless the candidate’s or candidates’ names have been placed in nomination prior to the voting and a shareholder has given notice at the meeting prior

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to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be winners of the election.

SECTION 7. RECORD DATE FOR SHAREHOLDER

NOTICE, VOTING AND GIVING CONSENTS

a. To be Determined by Board of Directors. For the purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares an the books of the corporation after the record date, except as otherwise provided in the articles of incorporation, or by agreement, or in the California General Corporation Law.

b. Failure of Board to Determine Date. Unless fixed by the board of directors, the record date for determining shareholders entitled to notice of, or to vote at, a meeting of shareholders shall be at the close of business on the business day next preceding the day an which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. Unless fixed by the board of directors, the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the board is taken, shall be the day on which the first written consent is given.

SECTION 8. PROXIES

a. Right of Shareholders. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact.

ARTICLE III

DIRECTORS

SECTION 1. POWERS

a. General Corporate Powers. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

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b. Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(i) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; and fix their compensation.

(ii) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any shareholders’ meeting, or meetings, including annual meetings.

(iii) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and after the form of the seal and certificates.

(iv) Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled or tangible or intangible property actually received; provided the board of directors shall state by resolution its determination of the fair value of the corporation in monetary terms of any consideration other than money for which shares axe issued.

(v) Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidence of debt and securities.

SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS

The authorized number of directors shall be three (3) until changed by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw made pursuant to the provisions of Article VII, Sections 1 and 2 of these bylaws, subject to the provisions of the California General Corporation Law. Directors need not be residents of the State of California nor shareholders of the corporation.

SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS

Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting; however, if any annual meeting is not held or the directors are not elected at any annual meeting, they may be elected at any special shareholders’ meeting held for that purpose. Each director, including a director elected to fill a vacancy or elected at a special shareholders’ meeting, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. Except as provided in Section 4.d, below, directors may not be elected by written consent of the shareholders except by unanimous written consent of the shareholders entitled to vote.

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SECTION 4. VACANCIES

a. Events Causing Vacancy. A vacancy or vacancies in the board of directors shall be deemed to exist in the event of death, resignation, or removal of any director, or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any directors are elected, to elect the number of directors to be voted for at that meeting.

b. Resignations. Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is, effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.

c. Vacancies Filled by Directors. Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, regardless of the manner in which the vacancy is created, including a vacancy created by removal of a director by the shareholders pursuant to the California General Corporation Law or by court order. Each director elected to fill a vacancy shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

d. Vacancies Filled by Shareholders. The shareholders may elect a director or directors’ at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written consent other than to fill a vacancy created by removal shall require the consent of a majority of the outstanding shares entitled to vote.

e. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

SECTION 5. ANNUAL MEETING

Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

SECTION 6. OTHER REGULAR MEETINGS

Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.

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SECTION 7. SPECIAL MEETINGS

a. Authority to Call. Special meetings of the board of directors for any purpose may be called at any time by the chairman of the board or the president or any vice-president or the secretary or any two directors.

b. Notice.

(i) Manner of Giving. Notice of the time and place of special meetings shall be given to each director by one of the following method’s: (a) by personal delivery or written notice; (b) by first-class mail, postage paid; (c) by telephone communications, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate such notice promptly to the director; or, (d) by telegram, charges pre-paid. Said notice shall be given or sent to the director’s address or telephone number as it is shown on the records of the corporation.

(ii) Time Requirements. Notices sent by first-class mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone or telegraph shall be delivered, telephoned, or given to the telegraph company at least forty-eight (48) hours before the time set for the meeting.

(iii) Notice Contents. The notice shall state the time and place for the meeting. However, it need not specify the purpose of the meeting nor the place of the meeting if it is to be held at the principal executive office of the corporation.

SECTION 8. QUORUM

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of the California General Corporation Law as to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) appointment of committees, and (iii) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors if any act ion taken is approved by at least a majority of the required quorum for that meeting.

SECTION 9. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

SECTION 10. FEES AND COMPENSATION OF DIRECTORS

Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors. This Section shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

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ARTICLE IV

EXECUTIVE COMMITTEE

The board of directors may appoint an executive committee, with authority in said board of directors to delegate to such committee any of the powers and authority of the board of directors, except those matters prohibited by California General Corporation Law. Such committee shall consist of two or more persons who are members of the board of directors, and shall act only in the intervals between meetings of the board of directors, and shall be subject at all times to the control of the board of directors.

ARTICLE V

OFFICERS

SECTION 1. OFFICERS

The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice-presidents, one or more assistant secretaries, one or more assistant chief financial officers. Any number of offices may be held by the same person.

SECTION 2. CHAIRMAN OF THE BOARD

The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the bylaws. The chairman of the board, if there is no president, shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 3 of this Article.

SECTION 3. PRESIDENT

Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, the president, subject to the control of the board of directors, shall generally supervise, direct, and control the business and the officers of the corporation. The president shall preside at all meetings of the shareholders and in the absence of the chairman of the board, or if there be none, shall preside at all meetings of the board of directors. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the bylaws.

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SECTION 4. VICE-PRESIDENTS

In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors, or, if not ranked, a vice-president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice-presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors, or the chairman of the board.

SECTION 5. SECRETARY

a. Books of Minutes. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors and shareholders, with the time and place of holding of such meetings, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

b. Share Register. The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a share register, showing the names certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

c. Notices, Seal and Other Duties. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by the bylaw or bylaws to be given, and the secretary shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.

SECTION 6. CHIEF FINANCIAL OFFICER

a. Books of Account. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall be open to inspection by any director at all reasonable times.

b. Deposit and Disbursement of Monies and Valuables. The chief financial officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such all other duties as may be prescribed by the board of directors or the bylaws.

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c. Bond. If required by the board of directors, the chief financial officer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of office of chief financial officer and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the chief financial officer on the death, resignation, retirement, or removal from office of the chief financial officer.

SECTION 7. EXECUTION OF INSTRUMENTS

The President, Vice President, Secretary and Chief Financial Officers of the corporation are authorized to enter into any contract or execute any instrument in the normal course of business in the name of and on behalf of the corporation.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Any person, his heirs, executors, or administrators, may be indemnified or reimbursed by the corporation for any and all liability and reasonable expanses including but not limited to counsel fees, disbursements, and amounts paid in settlement or in satisfaction of judgments or fines rendered or levied against such person in connection with any action, suit or proceeding, whether civil or criminal, administrative or investigative, including any appeal relating thereto, in which he may be involved or threatened to be involved as a party or otherwise by reason of his being or having been a director, officer, or employee of the corporation or of any firm, corporation, or organization which he served in any such capacity at the request of the corporation, provided however, that such person acted in good faith, for a purpose which he reasonably believed to be in the best interest of the corporation or such other company, as the case may be. The termination of any claim, action, suit or proceeding, civil or criminal, administrative, or investigative, by judgment, settlement (whether with or without court approval), plea or dismissal, shall not create a presumption that a director, officer, or employee has not met the standards of conduct set forth in this paragraph.

Every person referred to in the first paragraph of this Article who has been wholly successful on the merits or otherwise, with respect to any claim, action, suit or proceeding of the character described in said first paaragraph shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification under the first paragraph of this Article shall be made by the corporation, if authorized in the specific case:

(1) By the Board of Directors acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director, officer, or employee has met the standard of conduct set forth in the first paragraph of this Article, or

(2) If such quorum is not obtainable with due diligence by the Board of Directors upon the opinion in writing of independent legal counsel, other than regular counsel of the corporation, that indemnification is proper in the circumstances because the applicable standard of conduct set forth in the first paragraph of this Article has been made by such director, officer or employee.

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Expenses incurred with respect to any claim, action, suit or proceeding of the character described in the first paragraph of this Article may be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that he is entitled to and is granted indemnification under this Article.

Indemnification or reimbursement pursuant to this Article, however, shall not include any amount payable by such person to the Corporation (or such other firm, company, or organization) in satisfaction of any judgment or settlement, and shall be reduced by the amount of any other indemnification or reimbursement of such person in respect to the liability and expense with respect to which indemnification is claimed.

The corporation shall indemnify any director, officer or employee or former director, officer, or employee, or the estate thereof if deceased, against all damages, liabilities, costs and expenses, including attorney’s fees and litigation costs, imposed upon or reasonably incurred by said person by reason of the fact that such person is or was a fiduciary of an employee benefit plan of this corporation or of any subsidiary corporation, to the extent permissible under applicable common or statutory law, state or federal. Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking to repay such amount unless it shall be determined ultimately that the person is entitled to be indemnified as authorized under this Bylaw.

The foregoing rights of indemnification or reimbursement shall not be exclusive of other rights to which such person, his heirs, executors, or administrators, may be entitled as a matter of law or under any agreement, vote of stockholders, or otherwise.

If any word, clause, or provision of this Article shall for any reason be determined to be in valid, the provisions hereof shall not otherwise be affected thereby but shall remain in full force and effect.

ARTICLE VII

GENERAL CORPORATE MATTERS

SECTION 1. MAINTENANCE OF SHARE REGISTER

The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed, record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

SECTION 2. ANNUAL REPORT TO SHAREHOLDERS

The annual report to shareholders referred to in the California General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

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SECTION 3. ANNUAL STATEMENT OF GENERAL INFORMATION

As and when required by the California General Corporation Law, the corporation shall file with the Secretary of State of the State of California on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of all incumbent directors, the names and complete business or resident addresses of the president, chief executive officer, secretary and chief financial officer, the street address of its principal executive office or principal business office in this state, and the general type of business construing the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process.

SECTION 4. RECORD DATE FOR PURPOSES OTHER THAN

NOTICE, VOTING AND CONSENTS

a. To Be Determined by Board of Directors. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than notice of or voting at a meeting or action by shareholders by written consent without a meeting), the board of directors may fix, in advance, the record date, which shall not be more than sixty (60) days before any such action, and in that case, only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law, or by agreement, or in the articles of incorporation.

b. Failure of Board to Determine Date. If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution, or the 60th day prior to the date of such action, whichever is later.

SECTION 5. CERTIFICATES FOR SHARES

Certificate(s) for shares of the capital stock of the corporation shall be issued to each shareholder when the shares are fully paid for. The board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the total amount of the consideration to be paid for them and the amount paid on issuance.

SECTION 6. LOST CERTIFICATES

Except as provided in this Section, no new certificates for shares shall be issued to replace any old certificates unless the latter is surrendered to the corporation and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that nay be made against it, including any expense or liability, on account of the alleged loss, the theft, or destruction of the certificate or the issuance of the replacement certificate.

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SECTION 7. CONSTRUCTION AND DEFINITIONS

a. General Rules of Construction. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both the corporation and a natural person.

b. “Approved by (or approval of) all outstanding shares” shall mean approved by the affirmative vote of a majority of all of the outstanding shares entitled to vote. Such approval shall include the affirmative vote of a majority of all of the outstanding shares of each class or series entitled, by any provision of the articles of incorporation or the California General Corporation Law, to vote as a class or series on the subject matter being voted upon and shall also include the affirmative vote of such greater proportion (including all) of the outstanding shares of any class or series, if such greater proportion is required by the articles of incorporation or the California General Corporation Law.

c. “Approved by (or approval of) the shareholders” shall mean approved or ratified by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written cosent of such shareholders. It shall also mean approval by the affirmative vote or written consent of such greater proportion (including all) of the shares of any class or series represented at a meeting or giving written consent as may be provided in the articles of incorporation or the California General Corporation law for all or any specified shareholder action.

SECTION 8. CORPORATE CONTRACTS AND INSTRUMENTS;

HOW EXECUTED

The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

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ARTICLE VIII

AMENDMENTS

SECTION 1. AMENDMENT BY SHAREHOLDERS

New bylaws may be adopted or these bylaws may be amended or repealed by approval of the outstanding shares, or their proxies, or by the written assent of such persons; provided, however, that a bylaw or amendment of the articles of incorporation reducing the number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent are equal to or more than 16-2/3% of the outstanding shares entitled to vote.

SECTION 2. AMENDMENT BY DIRECTORS

Subject to the rights of shareholders under Section 1 of this Article, bylaws other than a bylaw fixing or changing the authorized number of directors may be added, amended, or repealed by the board of directors. However, if the articles of incorporation or bylaws adopted by the shareholders provide for an indefinite number of directors within specified limits, the directors may adopt or amend a bylaw fixing the exact number of directors within those limits.

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CERTIFICATE OF SECRETARY

I, the undersigned, certify that I am the presently elected and acting Secretary of NEWSPRINT VENTURES, INC., a California corporation, and the above bylaws, consisting of 12 pages, are the bylaws of this corporation as adopted by the Board of Directors on November 30, 1984.

Dated:	12/1  , 1984
Executed at Sacramento, California.
		/s/ James P. Smith
		James P. Smith, Secretary

EX-3.2.29

Exhibit 3.2.29

BY-LAWS

OF

NITTANY PRINTING AND PUBLISHING COMPANY

ARTICLE I

Shareholders

Section 1 - Place of Meetings: Meetings of shareholders for any purpose may be held at such place within or without the State of Pennsylvania as may be designated by the Board of Directors.

Section 2 - Annual Meeting: The annual meeting of shareholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the company or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting at such time and upon such date during the month of April in each year as the Board of Directors may determine.

Section 3 - Special Meetings: Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, the President or by the Board or by a request in writing by persons who hold ten percent (10%) of all shares outstanding and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting.

Section 4 - Notice of Meetings: Not less than ten (10) nor more than sixty (60) days before the date fixed for a meeting of shareholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the Secretary or an Assistant Secretary, or any other person or persons required or permitted by law to give such notice. In the case of a special meeting the business to be transacted shall be limited to the purposes stated in the notice. The notice shall be given personally or by mail or by other means of written communications to each shareholder entitled to notice of the meeting who is of record as of the day preceding the day on which notice is given or, if a record date therefore is duly fixed, of record as of such date. If mailed, the notice shall be addressed to the shareholders at the respective addresses as they appear on the records of the Company. Notice of the time, place, and purpose of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filled with or entered upon the records of the meeting.

Section 5 - Quorum: Adjournment: The presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the Articles of Incorporation. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the shareholders unless a greater vote is required by law or the Articles of Incorporation. If a quorum shall not be present or represented, those present in person or represented by proxy shall have power to adjourn the meeting, from time to time, without notice if the time and place to which the meeting is

adjourned are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting in accordance with Section 4 of this Article.

Section 6 - Proxies: Any shareholder entitled to vote or express his consent or dissent at a meeting of shareholders may do so in person or may be represented by proxy, appointed by an instrument in writing, signed by the shareholder or by his duly authorized attorney-in-fact.

Section 7 - Consent Without a Heating: Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

SHARES

Section 1 - Form of Certificates and Signatures: Each holder of shares is entitled to one or more certificates, signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Company, which shall certify the number and class of shares held by him in the Company, no certificate for shares shall be executed or delivered until such shares are fully paid. The signatures of any of said officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or any employee of the corporation. In case any of said officers who signed or whose facsimile signature has been laced upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance.

Section 2 - Transfer of Shares: Shares of the Company, shall be transferable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require.

Section 3 - Lost, Stolen, or Destroyed Certificates: The Company may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen or destroyed, and the Board may, in its discretion, require the owner, or his legal representatives, to give the Company a bond containing such terms as the Board may require to protect the Company or any person injured by the execution and delivery of a new certificate.

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Section 4 - Transfer Agents and Registrars: The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of such transfer agents and registrars, or any of them. The Board shall have the authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Company.

Section 5 - Fixing a Record Date: In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. The record date for the purpose of the determination of shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.

ARTICLE III

Board of Directors

Section 1 - Authority: Except where the law, the Articles of Incorporation, or these By-laws require action to be authorized or taken by shareholders, all of the authority of the Company shall be exercised by the directors.

Section 2 - Number of; Qualifications: The number of directors which shall constitute the whole Board shall not be less than three (3), the exact number of which shall be fixed from time to time by a majority vote of the members of the entire Board or by the vote or written assent of the holders of shares at the time entitled to vote in the election of directors.

Section 3 - Election of Directors; Vacancies: The directors shall be elected at each annual meeting of shareholders or at a special meeting called for the purpose of electing directors. At a meeting of shareholders, at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors, and the candidates receiving the greatest number of votes shall be elected. In the event of the occurrence of any vacancy or vacancies in the Board, including any vacancy created by reason of an increase in the number of directors, the remaining directors, though less than a majority of the whole authorized number of directors, may, by a vote of a majority of their number, fill any such vacancy for the unexpired terms.

Section 4 - Term of Office, Resignations: Directors shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier resignation, removal from office, or death. Any director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Company, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

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Section 5 - Meetings: Immediately after each annual meeting of the shareholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by these By-laws or the Board. Special meetings of the Board may be called by the President or any Vice President or the Secretary or any two directors upon at least two (2) days notice either by personal delivery or by mail, telegram or cablegram before the meeting.

Section 6 - Quorum; Adjournment: A quorum of the Board shall consist of a majority of the directors then in office; provided that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn the meeting to another tine and place. Notice of any adjournment to another time or place shall be given to the directors who were not present at the time of adjournment and, unless the time and place of the adjourned meeting are announced, to the other directors. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these By-laws otherwise expressly provided.

Section 7 - Appointment of Committees: The Board of Directors, by resolution adopted by a majority of the directors then in office, may appoint such committees, in addition to the Executive Committee, as it may consider proper, and such committees shall exercise such powers and duties as the Board from time to time may prescribe, subject to the Articles of Incorporation, these By-laws and applicable laws.

Section 8 - Action Without a Meeting: Any action required by law to be taken at a meeting of the directors of the Company, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the directors, or all members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

Section 9 - Contracts: No officer, director or shareholder of the corporation shall be disqualified by his office, membership on the Board of Directors or stock ownership, from dealing or contracting with the corporation as a vendor, purchaser, employee, agent or in any other similar or dissimilar capacity, nor shall any transaction, contract or act of the corporation be void or voidable or in any way affected or invalidated by reason of the fact that any such officer, director or shareholder of the corporation, any firm of which he may be a member or any other corporation of which he may be an officer, director or shareholder is disclosed to or known by the Board of Directors of this corporation or such members thereof as shall be present at any meeting at which action is taken upon any such transaction, contract or act. Neither shall such officer, director or shareholder be accountable or otherwise, responsible to the corporation for or in connection with any such action, contract or act of for any gains or profits realized by him by reason of the fact that he, any firm of which he is a member, or any other corporation of which he is an officer, director or shareholder, is interested in any such transaction, contract or act. Any such officer, director or shareholder, if he is a director, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action upon any such transaction, contract or act and he may vote at such meeting to authorize, adopt, ratify, or approve any such transaction, contract or act to the same extent as if he, any firm of which he is a member or any other corporation of which he is an officer, director or shareholder were not interested in such transaction, contract or act.

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ARTICLE IV

Executive Committee

Section 1 - Membership; Appointment: The Board may appoint not less than three (3) directors who together shall constitute the Executive Committee. The directors may appoint one or more directors as alternate members of the Committee, who may take the place of any absent member or members at any meeting of the Committee. Vacancies in the Executive Committee may be filled at any meeting of the Board.

Section 2 - Powers; Duties: The Executive committee shall advise with and aid the officers of the Company in all matters concerning its interests and the management of the business. When the Board is not in session, the Executive Committee shall have and may exercise all the powers of the Board, so far as may be delegated legally, with reference to the conduct of the business of the Company, except that the Executive Committee shall not take any action with respect to:

(a) Approve or recommend to shareholders actions or proposals required by law to be approved by shareholders.

(b) Designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c) Fill vacancies on the Board of Directors or any committee thereof.

(d) Amend the By-laws.

(e) Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors.

(f) Authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board by resolution or by adoption of a stock option or other plan, authorize the Executive Committee to fix the term of any contract for the sale of the share and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, and voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State under the applicable law.

Section 3 - Record of Meetings: The Executive Committee shall appoint its Secretary who shall keep the minutes of the meeting of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for their information.

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ARTICLE V

Officers

Section 1 - Election and Designation of Officers: The officers of the Company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion may elect a chairman of the Board of Directors who, when present, shall have such other powers as the Board and these Bylaws shall prescribe. There may also be one or more Assistant Secretaries and Assistant Treasurers, as may from time to time be elected by the Board. A person may hold more than one office providing the duties thereof can be consistently performed by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 2 - Term of Office; Vacancies: The officers of the Company shall hold office until the next organization meeting of the Board and until their successors are elected and qualified, except in case of resignation, death or removal. The Board, without prejudice to the contract rights of such officer, may remove any officer elected or appointed by the Board at any time with or without cause by a majority vote of the members of the Board then in office. Any officer elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer. The Board may fill any vacancy in any Office occurring from whatever reason, may delegate one or more officers any of the duties of any officer or officers and prescribe the duties of any officer.

Section 3 - Chairman of the Board - Duties: The Chairman of the Board shall preside at all meetings of the shareholders and of the Board and shall have such duties and powers as may be prescribed for him from time to time by the Board of Directors.

Section 4 - President - Duties: The President shall perform the duties of the Chairman of the Board in the event of his absence or disability, or in the event a Chairman has not been designated by the Board, and he shall perform such duties as may be prescribed for him from time to time by the Board of Directors.

Section 5 - Vice President - Duties: Each Vice President shall have the power and duties incident to that office and shall have such other duties as may be prescribed from time to time by the Board of Directors. In case of the absence or disability of the President, or when circumstances prevent the President from acting, a Vice President of the Company shall perform all the duties and possess all the authority of the President, and shall have priority in the performance of such duties and exercise of such authority in the order determined by the Board. Each Vice President may sign and execute on behalf and in the name of the Company bonds, contracts, instruments and documents authorized by the Board.

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Section 6 - Secretary - Duties: The Secretary shall attend all meetings of the shareholders and of the Board, and record all votes and the minutes of all proceedings in a book provided for the purpose, and, when required, he shall perform like duties for the standing committees, if any, elected or appointed by the Board. The Secretary shall see that proper notice, when required, is given of all meetings of the shareholders and of the Board. The Secretary may sign with the Chairman of the Board, the President or any Vice President on behalf and in the name of the Company all contracts and other instruments authorized by the Board. The Secretary may sign or his facsimile signature, with that of the President or one of the Vice Presidents, may be used to sign certificates for shares of the capital stock of the Company. The Secretary shall keep in safe custody the seal of the Company and whenever authorized by the Board, shall attest and affix the seal to any contract or other instrument requiring the same. The Secretary shall keep in safe custody all contracts and such books, records and other papers as the Board may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the office of the Company during business hours, and he shall in general perform all the duties usually incident to the office of Secretary, subject to the control of the Board.

Section 7 - Treasurer - Duties: The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Company, and shall have the care and custody of all funds and securities of the Company and deposit such funds in the name of the Company in such bank or banks as the Board may designate. The Treasurer is authorized to sign all checks, drafts, notes, bills of exchange, orders for the payment of money and negotiable instruments of the Company, but no such instrument shall be signed in blank. He shall disburse the funds of the Company as may be ordered by the Board or the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any director, and also, provided the Board or the President so orders, to any shareholder of the Company upon application at the office of the Company by such shareholder during business hours; and he shall give such bonds for the faithful performance of his duties as the Board or the President may determine, and he shall perform such other duties as may be incident to his office.

Section 8 - Other Officers - Duties: The Assistant Secretaries and Assistant Treasurers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers.

ARTICLE VI

Compensation

The Board, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, shall have authority to fix the compensation of directors and officers for services in any capacity.

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ARTICLE VII

Indemnification

The Company shall indemnify all persons whom it may lawfully indemnify, to the full extent permitted by law.

ARTICLE VIII

Execution of Contracts.

Vouchers, and Negotiable Instruments

The Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, contracts, indentures, deeds, conveyances, leases, declarations, communications and other instruments and documents, and the Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, manually or by facsimile signature, checks, drafts, notes, bonds, debentures, bills of exchange and orders for the payment of money. In case any of the officers of the Company who shall have signed, or whose facsimile signature or signatures shall have been used, as aforesaid, upon any such document, instrument or security shall cease to be such officer of the Company before such document, instrument or security, upon due delivery or issuance thereof, shall be valid and effective as though the person or persons who signed or whose facsimile signature or signatures were used upon such document, instrument, or security had not ceased to be such officer of the Company.

ARTICLE IX

Authority to Transfer and Vote Securities

The Chairman of the Board, the President, and each Vice President of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers, and releases with respect thereto, or to cause such action to be taken.

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ARTICLE X

Amendments

Except as otherwise provided by law, the By-laws of the Company may be adopted, altered, amended, or repealed by the Board of Directors, provided, however, the shareholders may repeal, alter, or amend By-laws adopted by the Board of Directors, may adopt new By-laws, and may prescribe that any By-laws made by them may not be altered, amended, or repealed by the Board of Directors.

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EX-3.2.30

Exhibit 3.2.30

AMENDED AND RESTATED BYLAWS OF

NOR-TEX PUBLISHING, INC.

Adopted                     , 2010

TABLE OF CONTENTS

		Page
ARTICLE I — MEETINGS OF SHAREHOLDERS		1
1.1	Place of Meetings	1
1.2	Annual Meeting	1
1.3	Special Meeting	1
1.4	Notice of Shareholders’ Meetings	2
1.5	Quorum	2
1.6	Adjourned Meeting; Notice	2
1.7	Conduct of Business	2
1.8	Voting	2
1.9	Shareholder Action by Written Consent Without a Meeting	3
1.10	Record Date for Shareholder Notice; Voting; Giving Consents	4
1.11	Proxies	4
1.12	Shareholder Meeting List	5
ARTICLE II — DIRECTORS		5
2.1	Powers	5
2.2	Number of Directors	5
2.3	Election, Qualification and Term of Office of Directors	6
2.4	Resignation and Vacancies	6
2.5	Place of Meetings; Meetings by Telephone	6
2.6	Conduct of Business	6
2.7	Regular Meetings	7
2.8	Special Meetings; Notice	7
2.9	Quorum; Voting	7
2.10	Board Action by Written Consent Without a Meeting	7
2.11	Fees and Compensation of Directors	8
2.12	Removal of Directors	8
ARTICLE III — COMMITTEES		8
3.1	Committees of Directors	8
3.2	Committee Minutes	8
3.3	Meetings and Actions of Committees	8
3.4	Subcommittees	9
ARTICLE IV — OFFICERS		9
4.1	Officers	9
4.2	Appointment of Officers	9
4.3	Subordinate Officers	9
4.4	Removal and Resignation of Officers	9

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		Page
4.5	Vacancies in Offices	10
4.6	Representation of Shares of Other Corporations	10
4.7	Authority and Duties of Officers	10
ARTICLE V — INDEMNIFICATION		10
5.1	Indemnification of Directors and Officers	10
5.2	Successful Defense	10
5.3	Indemnification of Others	11
5.4	Advanced Payment of Expenses	11
5.5	Limitation on Indemnification	11
5.6	Determination; Claim	12
5.7	Non-Exclusivity of Rights	12
5.8	Insurance	12
5.9	Survival	13
5.10	Effect of Repeal or Modification	13
5.11	Certain Definitions	13
ARTICLE VI — STOCK		13
6.1	Stock Certificates; Partly Paid Shares	13
6.2	Special Designation on Certificates	14
6.3	Lost Certificates	15
6.4	Dividends	15
6.5	Stock Transfer Agreements; Restrictions	15
6.6	Registered Shareholders	15
6.7	Transfers	16
ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER		16
7.1	Notice of Shareholder Meetings	16
7.2	Notice by Electronic Transmission	16
7.3	Notice to Shareholders Sharing an Address	17
7.4	Notice to Person with Whom Communication is Unlawful	17
7.5	Waiver of Notice	17
ARTICLE VIII — GENERAL MATTERS		17
8.1	Fiscal Year	17
8.2	Seal	18
8.3	Construction; Definitions	18
ARTICLE IX — AMENDMENTS		18

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AMENDED AND RESTATED BYLAWS

ARTICLE I — MEETINGS OF SHAREHOLDERS

1.1 Place of Meetings. Meetings of shareholders of NOR-TEX PUBLISHING, INC. (the “Company”) shall be held at any place, within or outside the State of Texas, determined by the Company’s board of directors (the “Board”). The Board may, in its sole discretion, determine that a meeting of shareholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 6.002 of the Texas Business Organizations Code (the “TBOC”). In the absence of any such designation or determination, shareholders’ meetings shall be held at the Company’s principal executive office.

1.2 Annual Meeting. An annual meeting of shareholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual meeting. The Company shall not be required to hold an annual meeting of shareholders, provided that the shareholders are permitted to act by written consent under the Company’s certificate of formation and these bylaws and the shareholders take action by written consent instead of the annual meeting.

1.3 Special Meeting. A special meeting of the shareholders may be called at any time by the Board, Chairperson of the Board, President or Chief Executive Officer (in the absence of a President) or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

If any person(s) other than the Board calls a special meeting, the request shall:

(i) be in writing;

(ii) specify the date and time of such meeting and contain a statement regarding the purpose or purposes of the meeting and if the meeting is held by means of remote communication, information on how to access the list of shareholders entitled to vote at the meeting; and

(iii) be delivered personally or sent by registered mail or by facsimile transmission to the Chairperson of the Board, the Chief Executive Officer, the President (in the absence of a Chief Executive Officer) or the Secretary of the Company.

The officer(s) receiving the request shall cause notice to be promptly given to the shareholders entitled to vote at such meeting, in accordance with these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business maybe transacted at such special meeting other than the business specified in such notice to shareholders. Nothing contained in this paragraph of this Section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of shareholders called by action of the Board may be held.

1.4 Notice of Shareholders’ Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the TBOC, the certificate of formation or these bylaws, the written notice of any meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting.

1.5 Quorum. Except as otherwise provided by law, the certificate of formation or these bylaws, at each meeting of shareholders the holders of the majority of the shares entitled to vote at a meeting of the shareholders of a corporation that are present or represented by proxy at the meeting are a quorum for the consideration of a matter to be presented at that meeting. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of formation or these bylaws.

If, however, such quorum is not present or represented at any meeting of the shareholders, then either (i) the chairperson of the meeting, or (ii) the shareholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in Section 1.6, until a quorum is present or represented.

1.6 Adjourned Meeting; Notice. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting.

1.7 Conduct of Business. Meetings of shareholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoing persons by the President, or in the absence of the foregoing persons by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of shareholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

1.8 Voting. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 1.10 of these bylaws, subject to Section 6.154 (relating to voting rights of administrators, executors, guardians, and conservators), Section 6.155 (relating to voting rights of receivers), Section 6.156 (relating to pledged interests), Section 6.251 (relating to voting trusts), and Section 6.252 (relating to voting agreements) of the TBOC.

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Except as maybe otherwise provided in the certificate of formation, each shareholder entitled to vote at any meeting of shareholders shall be entitled to one vote for each share of capital stock held by such shareholder which has voting power upon the matter in question. Voting at meetings of shareholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in Section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder or proxy holder.

Except as otherwise required bylaw, the certificate of formation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. Except as otherwise required by law, the certificate of formation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of formation or these bylaws.

1.9 Shareholder Action by Written Consent Without a Meeting.

(i) To the extent so provided in the TBOC and the certificate of formation, any action required by law to be taken at any annual or special meeting of shareholders, or any action that may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present or represented and voted.

(ii) Every written consent shall bear the date of signature of each shareholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company in the manner required by law, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent delivered to the Company by delivery to its registered office, to its principal office or to an officer or agent of the Company having custody of the books in which

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proceedings of meetings of shareholders are recorded. If a written consent is not solicited on behalf of the Company or its Board of Directors, it must be delivered to the Company by hand or certified or registered mail, return receipt requested to the Company’s registered office or principle executive office or place of business or the managerial official or agent of the Company having custody of the Company’s records of meetings of shareholders.

(iii) A photographic, photostatic, facsimile, or similarly reliable reproduction of a writing signed by a shareholder shall be regarded as signed by the shareholder for purposes of this section.

(iv) Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

1.10 Record Date for Shareholder Notice; Voting; Giving Consents. In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive a distribution other than a distribution involving a purchase or redemption by the Company of the stock of the Company, or any other proper purpose other than for determining the shareholders entitled to consent to action without a meeting of the shareholders, the Board may fix a record date, which record date shall not be earlier than the sixtieth (60th) day before the date the action requiring the determination of shareholders is taken.

In the case of determination of shareholders entitled to written consent to action without a meeting, the record date may not be:

(i) earlier than the date the Board adopts a resolution providing for the record date; or

(ii) more than ten (10) days after the date on which the Board adopts a resolution setting the record date.

If no record date is fixed by the Board, the record date shall be the date on which the notice of the meeting is mailed or otherwise sent.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting, provided that the Board may fix a new record date for the adjourned meeting.

1.11 Proxies. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such shareholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 21.369 of the TBOC.

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1.12 Shareholder Meeting List.

(i) Not later than the eleventh (11th) day before the date of each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Company shall make a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof; arranged in alphabetical order, with the address of, and the type and number of shares held by each, and the number of votes that each shareholder is entitled to if the number of votes is different from the number of shares held by the shareholder; which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. In the event that the shareholder meeting is held by means of remote communication, the notice of such shareholder meeting must include information on how to access the list of shareholders entitled to vote at the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or vote at any meeting of shareholders.

(ii) Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

(iii) An officer or agent having charge of the stock transfer books who shall fail to prepare the list of shareholders or keep the same on file for a period often (10) days, or produce and keep it open for inspection as provided in this section, shall be liable to any shareholder suffering damages on account of such failure, to the extent of such damages. In the event that such officer or agent does not receive notice of a meeting of shareholders sufficiently in advance of the date of such meeting reasonably to enable him to comply with the duties prescribed by these bylaws, the Company, but not such officer or agent, shall be liable to any shareholder suffering damages on account of such failure, to the extent of such damages.

ARTICLE II — DIRECTORS

2.1 Powers. The powers of the Company shall be exercised by or under authority of, and the business and affairs of the Company and all corporate powers shall be managed under the direction of the Board.

2.2 Number of Directors. The Board shall consist of one or more members, with the initial number of authorized directors being three (3). The authorized number of directors may be increased or decreased from time to time by resolution of the Board or as set forth in the certificate of formation. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

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2.3 Election, Qualification and Term of Office of Directors. Except as provided in Section 2.4 of these bylaws, and subject to Sections 1.2 and 1.9 of these bylaws, directors shall be elected at each annual meeting of shareholders. Directors need not be shareholders unless so required by the certificate of formation or these bylaws. The certificate of formation or these bylaws may prescribe other qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

2.4 Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. A resignation is effective on the date the notice is received by the Company unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

Unless otherwise provided in the certificate of formation or these bylaws:

(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the shareholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of formation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected, or, if no such director remains, by the affirmative vote of the holders of the outstanding shares of the class, series, or group.

A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.5 Place of Meetings; Meetings by Telephone. The Board may hold meetings, both regular and special, either within or outside the State of Texas. Unless otherwise restricted by the certificate of formation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

2.6 Conduct of Business. Meetings of the Board shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

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2.7 Regular Meetings. Regular meetings of the Board may be held with or without notice at such time and at such place as shall from time to time be determined by the Board.

2.8 Special Meetings; Notice. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or any two directors.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Company’s records.

2.9 Quorum; Voting. At all meetings of the Board, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business, unless the certificate of formation, these bylaws, or the TBOC require otherwise. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of formation or these bylaws.

If the certificate of formation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

2.10 Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the certificate of formation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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2.11 Fees and Compensation of Directors. Unless otherwise restricted by the certificate of formation or these bylaws, the Board shall have the authority to fix the compensation of directors.

2.12 Removal of Directors. At any meeting of shareholders called expressly for the purpose of removing a director, any director or the entire Board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Wherever the holders of any class or series of shares entitled to elect one or more directors by the provisions of the certificate of formation, only the holders of shares of that class or series shall be entitled to vote for or against the removal of any director elected by the holders of that class or series.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE III — COMMITTEES

3.1 Committees of Directors. The Board may designate from among its members one or more committees, each of which shall be comprised of one or more of its members. The Board may also designate one or more of its members as alternate members of any committee who may replace absent or disqualified members at any meeting of that committee, subject to any limitation imposed by the Board. Any such committee, to the extent provided in such resolution shall have and may exercise all of the authority of the Board, subject to the limitations set forth in the Code, in the certificate of formation or these bylaws.

3.2 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

3.3 Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) Section 2.5 (Place of Meetings; Meetings by Telephone);

(ii) Section 2.7 (Regular Meetings);

(iii) Section 2.8 (Special Meetings; Notice);

(iv) Section 2.9 (Quorum; Voting);

(v) Section 2.10 (Board Action by Written Consent Without a Meeting); and

(vi) Section 7.5 (Waiver of Notice)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

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(ii) special meetings of committees may also be called by resolution of the Board; and

(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of formation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of formation or these bylaws.

3.4 Subcommittees. Unless otherwise provided in the certificate of formation, these bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE IV — OFFICERS

4.1 Officers. The officers of the Company shall be a President, Vice-President, Secretary and Treasurer. The Company may also have, at the discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Executive Officer, a Chief Financial Officer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

4.2 Appointment of Officers. The Board shall appoint the officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 4.3 of these bylaws.

4.3 Subordinate Officers. The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

4.4 Removal and Resignation of Officers. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

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Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. Election or appointment of an officer shall not of itself create contract rights.

4.5 Vacancies in Offices. Any vacancy occurring in any office of the Company shall be filled by the Board or as provided in Section 4.3.

4.6 Representation of Shares of Other Corporations. Unless otherwise directed by the Board, the President or any other person authorized by the Board or the President is authorized to vote, represent and exercise on behalf of the Company all rights incident to any and all shares of any other corporation or corporations standing in the name of the Company. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

4.7 Authority and Duties of Officers. Except as otherwise provided in these bylaws, the officers of the Company shall have such powers and duties in the management of the Company as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

ARTICLE V — INDEMNIFICATION

5.1 Indemnification of Directors and Officers. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the TBOC, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if it is determined in accordance with Section 8.103 of the TBOC that: (i) such person acted in good faith, (ii) such person acted in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful, (iii) the amount of expenses other than a judgment is reasonable, and (iv) indemnification should be paid. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

5.2 Successful Defense. To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 5.1, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

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5.3 Indemnification of Others. Subject to the other provisions of this Article V, the Company shall have power to indemnify and advance expenses to its employees and agents to the extent not prohibited by the TBOC or other applicable law. The Board shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

5.4 Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Company in defending any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses), provided that such written request meets all the requirements of Section 8.104 of the TBOC. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate. The right to advancement of expenses shall not apply to any Proceeding for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding referenced in Section 5.5(ii) or 5.5(iii) prior to a determination that the person is not entitled to be indemnified by the Company.

Notwithstanding the foregoing, unless otherwise determined pursuant to Section 5.7, no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company, in which event this paragraph shall not apply) in any Proceeding if a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, that facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company.

5.5 Limitation on Indemnification. Subject to the requirements in Section 5.2 and the TBOC, the Company shall not be obligated to indemnify any person pursuant to this Article V in connection with any Proceeding (or any part of any Proceeding):

(i) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

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(iii) for any reimbursement of the Company by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(iv) initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Company or its directors, officers, employees, agents or other indemnitees, unless (a) the Board authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (c) otherwise required to be made under Section 5.6 or (d) otherwise required by applicable law; or

(v) if prohibited by applicable law.

5.6 Determination; Claim. If a claim for indemnification or advancement of expenses under this Article V is not paid by the Company or on its behalf within ninety (90) days after receipt by the Company of a written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. To the extent not prohibited by law, the Company shall indemnify such person against all expenses actually and reasonably incurred by such person in connection with any action for indemnification or advancement of expenses from the Company under this Article V, to the extent such person is successful in such action, and, if requested by such person, shall advance such expenses to such person, subject to the provisions of Section 5.4.

5.7 Non-Exclusivity of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of formation or any statute, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Company is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the TBOC or other applicable law.

5.8 Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the TBOC.

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5.9 Survival. The rights to indemnification and advancement of expenses conferred by this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

5.10 Effect of Repeal or Modification. Any amendment, alteration or repeal of this Article V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to such amendment, alteration or repeal.

5.11 Certain Definitions. For purposes of this Article V, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article V.

ARTICLE VI — STOCK

6.1 Stock Certificates; Partly Paid Shares. The shares of the Company shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Company by the Chairperson of the Board or Vice-Chairperson of the Board, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Company shall not have power to issue a certificate in bearer form.

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The certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued. Each certificate shall state on the face thereof (i) that the Company is organized under the laws of the state of Texas, (ii) the holder’s name, (iii) the number and class of shares and the designation of the series, if any, represented by the certificate, and (iv) the par value of such shares or a statement that such shares are without par value.

A certificate representing shares of stock of the Company subject to a restriction placed by or agreed to by the Company under the TBOC, or otherwise contained in the Company’s governing documents shall conspicuously state the restriction on the back of the certificate and conspicuously refer to that statement on the front of the certificate, or conspicuously state on the front or back of the certificate that a restriction exists pursuant to a specified document, and (i) that the Company, on written request to the Company’s principal place of business, will provide a free copy of the document to the holder of the certificate, or (ii) if the document has been filed in accordance with the TBOC, that the document is on file with the secretary of state and contains a complete statement of the restriction.

If shares of the Company’s stock are subject to a shareholders’ agreement, the existence of such agreement shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required for uncertified shares required by Section 3.205 of the TBOC. Pursuant to Section 21.103 of the TBOC, such disclosure must include the sentence, “These shares are subject to the provisions of a shareholders’ agreement that may provide for management of the corporation in an manner different than in other corporations and may subject a shareholder to certain obligations or liabilities not otherwise imposed on shareholders in other corporations.” The failure to note the existence of a shareholders’ agreement on the certificate or information statement does not affect the validity of the agreement or an action taken pursuant to the agreement.

If shares of the Company’s stock are subject to a voting agreement, the existence of such agreement shall be noted conspicuously on the certificate representing such shares or in a notice sent to or on behalf of the Company in accordance with Section 3.205 of the TBOC, if the shares are not represented by a certificate.

The Company may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Company in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2 Special Designation on Certificates. If the Company is authorized to issue more than one class of stock or more than one series of any class, then designations, preferences, limitations, and relative rights, to the extent they have been determined, of each class of stock or series thereof and the authority of the governing authority to make those determinations as to subsequent series shall be set forth in full or summarized on the face or back of the certificate that the Company shall

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issue to represent such class or series of stock; provided that, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issue to represent such class or series of stock, a statement that the information listed above is stated in the Company’s governing documents and that the Company will provide a free copy of that information to the record holder of the certificate. Within a reasonable time after the issuance or transfer of uncertificated stock, the Company shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 6.2 or Section 3.202 of the TBOC or with respect to this Section 6.2 a statement that the Company will furnish without charge to each shareholder who so requests the designations, preferences, limitations, and relative rights, to the extent they have been determined, of each class of stock or series thereof and the authority of the governing authority to make those determinations as to subsequent series, and any other information required by Sections 3.202 and 3.205 of the TBOC. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

6.3 Lost Certificates. Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Company and cancelled at the same time. The Company may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4 Dividends. The Board, subject to any restrictions contained in the certificate of formation or applicable law, may declare and pay dividends upon the shares of the Company’s capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock, subject to the provisions of the certificate of formation. The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

6.5 Stock Transfer Agreements; Restrictions. The Company shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such shareholders in any manner not prohibited by the TBOC.

6.6 Registered Shareholders. The Company:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

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(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Texas.

6.7 Transfers. Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer.

ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER

7.1 Notice of Shareholder Meetings. Notice of any meeting of shareholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the shareholder at such shareholder’s address as it appears on the Company’s records. An affidavit of the Secretary or an Assistant Secretary of the Company or of the transfer agent or other agent of the Company that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2 Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to shareholders pursuant to the TBOC, the certificate of formation or these bylaws, any notice to shareholders given by the Company under any provision of the TBOC, the certificate of formation or these bylaws shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any such consent shall be revocable by the shareholder by written notice to the Company. Any such consent shall be deemed revoked if: (a) the Company is unable to deliver by electronic transmission two (2) consecutive notices given by the Company in accordance with such consent; and (b) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number the shareholder provided for the purpose of receiving notice;

(ii) if by electronic mail, when directed to an electronic mail address the shareholder provided for the purpose of receiving notice;

(iii) if by a posting on an electronic network together with separate notice to the shareholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv) if by any other form of electronic transmission consented to by the shareholder, when communicated to the shareholder.

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An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Pursuant to Section 1.002(20-a) of the TBOC, an “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

7.3 Notice to Shareholders Sharing an Address. Except as otherwise prohibited under the TBOC, without limiting the manner by which notice otherwise maybe given effectively to shareholders, any notice to shareholders given by the Company under the provisions of the TBOC, the certificate of formation or these bylaws, shall be effective if given by a single written notice to shareholders who share an address if consented to by the shareholders at that address to whom such notice is given. Any such consent shall be revocable by the shareholder by written notice to the Company. Any shareholder who fails to object in writing to the Company, within sixty (60) days of having been given written notice by the Company of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

7.4 Notice to Person with Whom Communication is Unlawful. Whenever notice is required to be given, under the TBOC, the certificate of formation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Company is such as to require the filing of a certificate under the TBOC, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

7.5 Waiver of Notice. Whenever notice is required to be given under any provision of the TBOC, the certificate of formation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of formation or these bylaws.

ARTICLE VIII — GENERAL MATTERS

8.1 Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the Board.

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8.2 Seal. The Company may adopt a corporate seal, which shall be in such form as may be approved from time to time by the Board. The Company may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

8.3 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the TBOC shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX — AMENDMENTS

Unless otherwise provided by the certificate of formation or unless the shareholders in amending, adopting or repealing a particular bylaw provision expressly provide that the directors may not amend or repeal such provision, these bylaws may be altered, amended or repealed and new bylaws may be adopted by the directors at any meeting of the directors at which a quorum is present. Unless otherwise provided in the certificate of formation or by a bylaw provision by the shareholders as to all or some portion of these bylaws, the shareholders may amend, repeal, or adopt bylaws of the Company at any meeting of the shareholders, provided that notice of the meeting provided notice of the proposed bylaws provision even though the bylaws may also be amended repealed, or adopted by the directors.

* * * * *

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CERTIFICATION

I, Karole Morgan-Prager, Secretary of the Corporation, hereby certify that the foregoing is a true, accurate and complete copy of the Amended and Restated Bylaws of Nor-Tex Publishing, Inc., adopted by its Board of Directors and sole stockholder as of February 1, 2010.

/s/    Karole Morgan-Prager

Karole Morgan-Prager

Secretary

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EX-3.2.31

Exhibit 3.2.31

Limited Liability Company Agreement

of

Olympian Publishing, LLC

This Limited Liability Company Agreement of Olympian Publishing, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of the 23rd day of August, 2005, by Tallahassee Democrat, Inc. (the sole Member of the Company).

RECITALS

The Member desires to form the Company to engage in any lawful act or activity for which limited liability companies may be organized under the Delaware Limited Liability Company Act (the “Act”).

Therefore, the Member hereby forms a limited liability company under the Act on the following terms and conditions:

Section 1. FORMATION

1.1 Formation of Company. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation pursuant to the Act with the Delaware Secretary of State. A copy of the Certificate is attached to this Agreement as Exhibit A.

1.2 Name. The name of the Company is “Olympian Publishing, LLC” and all Company business shall be conducted under that nine or such other names that comply with applicable law as the Member may select from time to time.

1.3 Purpose and Scope. Subject to the provisions of this Agreement and the Certificate, the purposes of the Company are to do all acts or things that may be necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes of the Company.

1.4 Term. The Company shall commence on the date the Certificate is filed and shall continue until dissolved pursuant to the terms of this Agreement or the Act.

1.5 Office; Agent. The registered office of the Company requited by the Act to be maintained in the State of Delaware shall be located at 1209 Orange Street, City of Wilmington, County of New Castle, or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The name and address of the registered agent of the Company shall be The Corporation Trust Company at 1209 Orange Street, City of Wilmington, County of New Castle. The Company may have such other offices as the Member may designate from time to time.

1.6 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

Act. The Delaware Limited Liability Company Act, as amended from time to time.

Agreement. This Limited Liability Company Agreement, as originally executed and as amended, modified, supplemented or restated from time to time in accordance with its terms.

Certificate. The Certificate of Formation of the Company, as originally filed and as amended or restated from time to time in accordance with this Agreement and the Act.

Company. Olympian Publishing, LLC, a Delaware limited liability company.

Member. Tallahassee Democrat, Inc.

Person. An individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

Section 2. CAPITALIZATION OF THE COMPANY

2.1 Initial Contributions. Promptly following the formation of the Company, the Member shall contribute $100 in cash to the Company.

2.2 Additional Contributions. The Member may, but shall have no obligation to, contribute additional capital to the Company, whether in cash or other property. If the Company does not have sufficient cash to pay its obligations, the Member may, but shall not be obligated to, advance all or part of the needed fluids to or on behalf of the Company. An advance described in this Section may constitute a loan from the Member to the Company and may bear interest at a rate determined by the Member.

Section 3. DISTRIBUTIONS AND ALLOCATIONS

3.1 Distributions. The Company may distribute cash or other property to the Member in such amounts and at such times as the Member may determine in its discretion; provided, however, no distribution shall be made by the Company if such distribution is prohibited by Section 18-607 of the Act. If the Member receives a distribution from the Company which is determined to have been prohibited by Section 18-607 of the Act, the Member shall, within thirty (30) days following notice, return such distribution to the Company.

3.2 Allocations. All items of income, gain, loss, deduction and credit of the Company shall be allocated to the Member.

Section 4. MANAGEMENT

4.1 Management by Member. The business and affairs of the Company shall be managed by the Member. The Member shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company.

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4.2 Officers. The Member may, from time to time, appoint one or more individuals to be officers of the Company. Any officers so appointed shall have such authority and perform such duties as the Member may, from time to time, delegate to them. Unless the Member decides otherwise, if the title of an officer is one commonly used for an officer of a business corporation formed under the Delaware General Corporation Law, the use of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office. Any number of offices may be held by the same individual.

Section 5. INTERESTS ON MEMBERS

5.1 Limited Liability. Subject to the provisions of Section 18-502 of the Act, the Member shall have no personal liability for the expenses, liabilities or obligations of the Company. Subject to the provisions of Section 18-607 of the Act, the Member shall not be required to return any distribution made to it.

5.2 Dissolved Member. If the Member is dissolved or terminated, the powers of the Member may be exercised by its legal representative or successor. Upon the dissolution of the Member, the Company shall not dissolve but shall continue in existence.

Section 6. MEETINGS OF MEMBERS

6.1 Meetings Not Required. The Company shall not be required to hold Member meetings.

Section 7. ACCOUNTING MATTERS

7.1 Maintenance of Records. The Company shall keep books and records of accounts. The books and records shall be maintained on a basis determined by the Member.

7.2 Tax Matters. For federal income tax purposes, the Company shall be disregarded as an entity separate from the Member pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii). Subject to the preceding sentence, the Member shall cause to be prepared and filed all necessary tax returns for the Company.

Section 8. DISSOLUTION AND LIQUIDATION

8.1 Events of Dissolution. Except as otherwise provided in this Agreement, the Company shall be dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(a) Upon the election of the Member to dissolve the Company.

(b) Upon the sale or other disposition of all or substantially all of the assets and properties of the Company and distribution to the Member of the proceeds of the sale or other disposition.

8.2 Effect of Dissolution. Upon any dissolution of the Company under this Agreement or the Act, except as otherwise provided in this Agreement, the continuing operation of the Company’s business shall be confined to those activities reasonably necessary to wind up the Company’s affairs, discharge its obligations, and liquidate its assets and properties in a businesslike manner.

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8.3 Liquidation and Termination.

(a) If the Company is dissolved, then an accounting of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs shall be made, and the affairs of the Company shall thereafter be promptly wound up and terminated. The Member will liquidate the assets of the Company as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following order:

(1) To the payment and discharge of all of the Company’s debts and liabilities to creditors (including the Member) in the order of priority as provided by law, other than liabilities for distributions to the Member; and

(2) The balance, if any, to the Member,

(b) After all of the assets of the Company have been distributed, the Company shall terminate.

(c) Notwithstanding anything to the contrary in this Agreement, upon liquidation of the Company, if the Member has a deficit or negative balance in the Member’s capital account (after giving effect to all contributions, distributions, allocations, and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any capital contribution to the Company, and the negative balance of the Member’s capital account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever.

8.4 Certificate of Cancellation. Upon the completion of the winding up of the affairs of the Company, the Member shall prepare, execute and deliver to the Delaware Secretary of State a certificate of cancellation in accordance with Section 18-203 of the Act.

Section 9. GENERAL PROVISIONS

9.1 Governing Law. This Agreement and the rights of the parties hereunder will be governed by, interpreted and enforced in accordance with the laws of the State of Delaware.

9.2 Binding Effect. This Agreement will be binding upon and inure to the benefit of the Member, and its distributees, successors and assigns.

9.3 Headings. All headings are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

9.4 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under the present or future laws effective during the term of this Agreement, the provision will be fully severable; this Agreement will be construed and enforced as if the illegal,

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invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of the illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

9.5 No Third Party Beneficiary. This Agreement is made solely and specifically for the benefit of the Member, and its successors and assigns, and no other Person will have any rights, interest or claims or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

9.6 Amendments. Any amendment to this Agreement shall be in writing, dated and signed by the Member. If any conflict arises between the provisions of the amendment, or amendments, and the terms hereof, the most recent provisions shall govern and control.

9.7 Exhibits. The following Exhibits attached to this Agreement shall be deemed to be a part of this Agreement and are fully incorporated herein by this reference:

Exhibit A Certificate of Formation

The Member has executed this Agreement as of the date set forth above.

Tallahassee Democrat, Inc., a Florida corporation
By	/s/ [signature illegible]
Its Vice President and Treasurer

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EX-3.2.32

Exhibit 3.2.32

BYLAWS

OF

PIERCE-HERALD, INC.

Adopted July 10, 1986

ARTICLE I

Offices

1.1 Initial Registered and Principal Office. The initial registered office shall be at 5400 Columbia Seafirst Center, 701 Fifth Avenue, Seattle, Washington 98104-7011. The initial principal office address shall be at 21st and Q Streets, Sacramento, California 95813. The location of the office may be changed by resolution of the Board of Directors.

1.2 Other Offices. The corporation may have offices also at such other places within or without the State of Washington as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Stockholders

2.1 Annual Meeting Date. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year during the month of March, with the specific date and time to be determined from time to time by the Board of Directors.

2.2 Notice of Annual Meeting. Written notice of the annual meeting stating the time and place thereof, and in case of a special meeting the time, place and purposes thereof, shall be given at least ten (10) but not more than fifty (50) days before the date of the meeting to each stockholder entitled to a vote thereat.

2.3 Voting Record. The officer who has charge of the stock ledger of the corporation shall prepare at least ten (10) days before every meeting of stockholders a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting during ordinary business hours for a period at least ten (10) days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

2.4 Special Meetings. Special meetings of the stockholders may be called by the Board of Directors or by the President or by a writing signed by stockholders owning twenty-five percent (25%) in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such call shall state the purpose or purposes of the proposed meeting. The Secretary shall give notice to the stockholders of such meeting in accordance with such call.

2.5 Special Meetings; Business. Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice of such special meeting.

2.6 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat present in person or represented by proxy shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat present in person or represented by proxy shall have power to adjourn the meeting from time to time without notice other than adjournment at the meeting (if the adjournment is not for more than thirty (30) days and the new record date for the determination of stockholders entitled to vote is not fixed) until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

2.7 Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power voting on a question shall decide any question brought before such meeting unless the question is one upon which by express provision of the statutes or the Articles of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

2.8 Proxies and Inspectors. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after eleven months from its date unless the proxy specifically provides for a longer period. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting when required by the inspectors of election. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by two (2) inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.

2.9 Action Without Meeting. Whenever the vote of the stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision by the statutes or the Articles of Incorporation, the meeting and vote may be dispensed with if all stockholders who would have been entitled to a vote upon the action, if such meeting were held and if voting would have authorized such action, shall consent in writing to such corporate action being taken. Prompt notice shall be given by the Secretary to all stockholders of the taking of corporate action without a meeting by unanimous written consent.

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2.10 Presence by Telephone. Stockholders may participate in a meeting of the stockholders by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

ARTICLE III

Directors

3.1 Number of Directors. The number of directors which shall constitute the whole Board shall be from one (1) to five (5). By amendment of this bylaw, the number may be increased or decreased from time to time by the Board of Directors within the limits permitted by law. No decrease in the number of directors shall change the term of any incumbent director. The directors shall be elected at the annual meeting of the stockholders except as provided in Section 2 of this article, and each director shall hold office until his successor is elected and accepts office unless he earlier resigns or is removed. Directors need not be stockholders. A director may resign at any time upon written notice to the corporation or orally at any meeting of the directors or stockholders.

3.2 Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and accept office, unless sooner displaced.

3.3 Removal of Directors. At a meeting of shareholders called expressly for that purpose, the entire Board of Directors, or any member may be removed, with or without cause, by a vote of the holders of a majority of shares then entitled to vote at an election of such directors.

3.4 Power and Duties of the Board. The business of the corporation shall be managed by its Board of Directors which may exercise all such power of the corporation and do such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. Except as otherwise provided by law or the Articles of Incorporation, a director shall perform the duties of a director, including the duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (i) one or more officers or employees of the corporation whom the director believes to be reliable and competent in the matter presented, (ii) counsel, public accountants, or other persons as to matters which the director believes to be within such person’s professional or expert competence, or (iii) a committee of the board upon which the director does not serve, duly designated in accordance with a provision in the articles of incorporation or bylaws, as to matters within its designated authority, which committee the director believes to merit confidence; so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is

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indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. Nothing contained in this Section 3.4 is intended to impose upon the directors any standard of care greater than that now or hereafter provided by applicable law.

3.5 Place of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Washington.

3.6 First Meeting. The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of the stockholders and at the place thereof. No notice of such meeting shall be necessary to the directors in order legally to constitute the meeting, provided a quorum be present. In the event that such meeting is not so held, the meeting may be held at such time and in such place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

3.7 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

3.8 Special Meetings. Special meetings of the Board of Directors may be called by the President or by a writing signed by one director. Notice of special meetings of the Board of Directors shall be given by the Secretary to each director at least three (3) days before the meeting if by mail, or at least forty-eight (48) hours before the meeting if given in person or by telephone or by telegraph. The notice shall specify the business to be transacted.

3.9 Quorum. Except as otherwise provided by law or the Articles of Incorporation, a majority of the full number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present.

3.10 Registering Dissent. A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting, before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

3.11 Executive and Other Committees. Standing or special committees may be appointed from its own number by the Board of Directors from time to time and the Board of Directors may from time to time invest such committees with such powers as it may deem advisable, subject to such conditions as may be prescribed by such Board and statute. An Executive Committee may be appointed by resolution passed by a majority of the full Board of Directors. It shall have and exercise all of the authority of the Board of Directors except as restricted by statute or resolution of the Board of Directors. Except as now or hereafter permitted by law or the Articles of Incorporation,

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no committee may (i) authorize distributions, except at a rate or in periodic amount determined by the board of directors, (ii) approve or recommend to shareholders actions or proposals required by this title to be approved by shareholders, (iii) fill vacancies on the board of directors or any committee thereof, (iv) amend the bylaws, (v) fix compensation of any director for serving on the board of directors or on any committee, (vi) approve a plan of merger, consolidation, or exchange of shares not requiring shareholder approval, or (vii) appoint other committees of the board of directors or the members thereof. At meetings of such committees, the majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be an act of the committee. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation. The designation of any such committee and the delegation of authority thereto shall not relieve the Board of Directors or any member thereof of any responsibility imposed by law.

3.12 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes or proceedings of the Board or committee.

3.13 Presence by Telephone. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

3.14 Remuneration. The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director as determined by resolution of the Board of Directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

3.15 Interested Directors and Officers. In furtherance and not limitation of the provisions of the Washington Business Corporation Act, the fact that a director or an officer had a direct or indirect interest in a transaction is not grounds for either invalidating the transaction or imposing liability on any director or officer although the failure to take advantage of the provisions of the Business Corporation Act relating to interested director and officer transactions may result in a person asserting the validity of the transaction having the burden of proving the transaction’s fairness.

3.16 Loans and Guarantees of Directors. Except as now or hereafter permitted by law or the Articles of Incorporation, the corporation may not lend money to or guarantee the obligation of a director unless the particular loan or guarantee is approved by vote of the holders of at least a majority of the votes represented by the outstanding voting shares of all classes, except the votes of the benefitted director or the board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.

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3.17 Loans Secured by Shares of the Corporation. Except as now or hereafter permitted by law, the corporation shall not make any loan secured by shares of its stock unless approved by a board of directors or shareholders as permitted by statute.

3.18 Distributions to Shareholders. Except as now or hereafter permitted by law or the Articles of Incorporation, the corporation may not make any distribution to shareholders if after giving it effect either (a) the corporation would not be able to pay its debts as they become due in the usual course of business or (b) the corporation’s total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount which would be needed to satisfy any shareholder’s preferential rights in liquidation were the corporation in liquidation at the time of the distribution. The board may base the determination that a distribution is permitted either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or a fair valuation or other method that is reasonable in the circumstances. The effect of the distribution shall be determined in the case of the purchase, redemption or other acquisition of the corporation’s shares as of the earlier of (i) the date money or other property is transferred or debt is incurred by the corporation or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares. In all other cases, the effect shall be measured as of the date of its authorization if payment is made within 120 days thereafter or the date of payment if it occurs more than 120 days thereafter.

ARTICLE IV

Notices

4.1 Notice Given at Time Mailed. Notices to directors and stockholders, mailed to them at their addresses appearing on the books of the corporation, shall be deemed to be given at the time when deposited in the United States mail, postage prepaid.

4.2 Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance at a meeting shall constitute a waiver of notice unless such person objects at the commencement of the meeting that proper notice has not been given.

ARTICLE V

Officers

5.1 Designation. The officers of the corporation shall be chosen by the Board of Directors at its organizational meeting and thereafter at its first meeting after each annual meeting of the stockholders, and shall be a President, a Vice President, a Secretary, and a Treasurer, provided that the Board of Directors may elect to leave any of the foregoing officers vacant from time to time.

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The Board of Directors may choose also additional Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers. Except as now or hereafter permitted by law or the Articles of Incorporation, two or more offices may be held by the same person, except that the offices of President and Secretary shall not be held by the same person unless all of the issued and outstanding stock of the corporation is owned of record by one stockholder in which case one person may hold all or any combination of offices.

5.2 Additional Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

5.3 Salaries. The salaries of all officers of the corporation shall be fixed by or under the direction of the Board of Directors.

5.4 Term of Office. The officers of the corporation shall hold office at the pleasure of the Board of Directors. Any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise shall be filled by the Board of Directors.

5.5 President. The President shall be the chief executive officer of the corporation. Unless otherwise determined by the Board of Directors, the President shall preside at all meetings of the stockholders and the Board of Directors; he shall give general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect; he shall execute on behalf of the corporation and may affix or cause the seal to be affixed to all instruments requiring such execution, except to the extent the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

5.6 Vice President. The Vice Presidents shall act under the direction of the President, and in the absence or disability of the President or if the office of the President is vacant, shall perform the duties of the President, and from time to time they shall perform such other duties and have such other powers as the President or the Board of Directors may prescribe. The Board of Directors may designate one or more Executive Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the President shall descend to the Vice President in such specified order of seniority.

5.7 Secretary. The Secretary shall act under the direction of the President. Subject to the direction of the President or the Board of Directors, he shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He shall perform like duties for committees when required. He shall give or cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the President or the Board of Directors. He shall keep in safe custody the seal of the corporation and when authorized by the President or the Board of Directors cause it to be affixed to any instrument requiring it.

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5.8 Assistant Secretaries. The Assistant Secretaries shall act under the direction of the President in the order of their seniority unless otherwise determined by the President or the Board of Directors. They shall, in the absence or disability of the Secretary, perform the duties and exercise the power of the Secretary. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

5.9 Treasurer. The Treasurer shall act under the direction of the President. Subject to the direction of the President, he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements and shall render the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his transactions as Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. He may affix or cause to be affixed the seal of the corporation to documents so requiring.

5.10 Assistant Treasurers. The Assistant Treasurers, in the order of their seniority, unless otherwise determined by the President or the Board of Directors, shall in the absence or disability of the Treasurer perform the duties and exercise the power of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

ARTICLE VI

Certificates of Stock

6.1 Certificates. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation certifying the number of shares owned by him in the corporation. If a certificate is signed (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of the officers of the corporation may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer, before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the corporation or a facsimile thereof may but need not be affixed to the certificates of stock.

6.2 Lost, Stolen, Mutilated or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, mutilated or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, mutilated or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to issuance thereof, require the owner of such lost, stolen, mutilated or destroyed certificate or certificates or his legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to be lost, stolen, mutilated or destroyed.

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6.3 Transfer. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of successions, assignment or authority to transfer, it shall be the duty of the corporation, if it is satisfied that all the provisions of the Articles of Incorporation and these Bylaws regarding transfer of shares and restrictions on such transfers have been complied with, to issue a new certificate and record the transaction upon its books.

6.4 Record Date. The Board of Directors may fix in advance a date not exceeding fifty (50) days nor less than ten (10) days preceding the date of any meeting of stockholders or not less than fifty (50) days before the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or to any such allotment of rights or to exercise the rights in respect of any change, conversion or exchange of capital stock or to give such consent and in such case such stockholders and only such stock holders as shall be stockholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournment thereof or receive payment of such dividend or to receive such allotment of rights or to exercise such rights or to give such consent as may be notwithstanding any transfer of stock on the books of the corporation after such record date fixed as aforesaid.

6.5 Registered Owner. The corporation shall be entitled to recognize the person registered on its books as the owner of the shares to be the exclusive owner for all purposes including voting and dividends, and the corporation shall not be bound to recognize any equitable or other claims to or interest in such stock or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Washington.

ARTICLE VII

Miscellaneous

7.1 Reserves. There may be set aside out of any funds of the corporation available for distributions such sum or sums as the Board of Directors from time to time in its absolute discretion may think proper as a reserve or reserves to meet contingencies or for equalizing distributions or for repairing or maintaining any property of the corporation or for the purpose of additional property or for such other purpose as the directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve.

7.2 Checks, Demands and Notes. All checks, demands for money or notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

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7.3 Fiscal Year. The fiscal year of the corporation shall be fixed by the Board of Directors.

7.4 Corporate Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and the words “Corporate Seal, Washington.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. The failure to adopt or use the seal on any instrument or document shall not affect the validity thereof.

ARTICLE VIII

Indemnification

8.1 As used in this Article:

(a) “Director” means any person who is or was a director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan.

(b) “Corporation” includes any domestic or foreign predecessor entity of the corporation in a merger, consolidation, or other transaction in which the predecessor’s existence ceased upon consummation of such transaction.

(c) “Expenses” includes attorneys’ fees.

(d) “Official capacity” means: (i) When used with respect to a director, the office of director in the corporation, and (ii) when used with respect to a person other than a director as contemplated in subsection (10) of this Article, the elective or appointive office in the corporation held by the officer or the employment or agency relationship undertaken by the employee or agent in behalf of the corporation, including service for any other foreign or domestic corporation or any partnership, joint venture, trust, other enterprise, or employee benefit plan at the request of the corporation.

(e) “Party” includes a person who was, is or is threatened to be, made a named defendant or respondent in a proceeding.

(f) “Proceeding” means any threatened, pending, or completed action, suit or proceeding whether, civil, criminal, administrative or investigative.

8.2 The corporation shall indemnify any person made a party to any proceeding (other than a proceeding referred to in subsection (3) of this Article) by reason of the fact that he is or was a director against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with such proceeding if:

(a) He conducted himself in good faith, and: (i) In the case of conduct in his own official capacity with the corporation, he reasonably believed his conduct to be at least not opposed to the corporation’s best interests; and

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(b) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful, not, of itself be determinative that the person did not meet the requisite standard of conduct set forth in this subsection.

8.3 The corporation shall indemnify any person made a party to any proceeding by or in the right of the corporation by reason of the fact that he is or was a director against reasonable expenses actually incurred by him in connection with such proceeding if he conducted himself in good faith, and:

(a) In the case of conduct in his official capacity with the corporation, he reasonably believed his conduct to be in its best interests; or

(b) In all other cases, he reasonably believed his conduct to be at least not opposed to its best interests; provided that no indemnification shall be made pursuant to this subsection in respect of any proceeding in which such person shall have been adjudged to be liable to the corporation.

8.4 A director shall not be indemnified under subsection 8.2 or 8.3 of this Article in respect of any proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he shall have been adjudged to be liable on the basis that personal benefit was improperly received by him.

8.5 Unless otherwise limited by the Articles of Incorporation, a director who has been wholly successful, on the merits or otherwise, in the defense of any proceeding referred to in subsection 8.2 or 8.3 of this Article shall be indemnified against reasonable expenses incurred by him in connection with the proceeding.

8.6 No indemnification under subsection 8.2 or 8.3 of this Article shall be made by the corporation unless authorized in the specific case after a determination that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in the applicable subsection. Such determination shall be made:

(a) By the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to such proceeding; or

(b) If such a quorum cannot be obtained, then by a majority vote of a committee of the Board, duly designated to act in the matter by a majority vote of the full Board (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to such proceeding; or

(c) In a written opinion by legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services within the past three years for the corporation or any party to be indemnified, selected by the Board of

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Directors or a committee thereof by vote as set forth in (a) or (b) of this subsection, or if the requisite quorum of the full Board cannot be obtained therefor and such committee cannot be established, by a majority vote of the full Board (in which selection directors who are parties may participate); or

(d) by the shareholders.

Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by such legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in a manner specified in (c) of this subsection for the selection of such counsel. Shares held by directors who are parties in the proceeding shall not be voted on the subject matter under this subsection.

8.7 Reasonable expenses incurred by a director who is party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of such proceeding:

(a) After a determination, made in the manner specified by subsection 8.6 of this Article, that the information then known to those making the determination (without undertaking further investigation for purposes thereof) does not establish that indemnification would not be permissible under subsection 8.2 or 8.3 of this Article; and

(b) Upon receipt by the corporation of:

(i) A written affirmation by the director of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation as authorized in this Article; and

(ii) A written undertaking by or on behalf of the director to repay such amount if it shall ultimately be determined that he has not met such standard of conduct.

The undertaking required by (b)(ii) of this subsection shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make the repayment. Payments under this subsection may be authorized in the manner specified in subsection 8.6 of this Article.

8.8 No provision for the corporation to indemnify a director who is made a party to a proceeding, whether contained in the Articles of Incorporation, these Bylaws, a resolution of shareholders or directors, an agreement, or otherwise (except as contemplated by subsection (11) of this Article), shall be valid unless consistent with this Article, or to the extent that indemnity hereunder is limited by the Articles of Incorporation or statute consistent therewith. Nothing contained in this Article shall limit the corporation’s ability to reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent in the proceeding.

8.9 For purposes of this Article: the corporation shall be deemed to have requested a director to serve an employee benefit plan where the performance by him of his duties to the corporation also imposes duties on, or otherwise involves services by him, to the plan or participants

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or beneficiaries of the plan; excise taxes assessed on a director with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines”; and action taken or omitted by him with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.

8.10 Unless otherwise limited by the Articles of Incorporation:

(a) An officer of the corporation shall be indemnified as and to the extent provided in subsection 8.5 of this Article for a director;

(b) The corporation shall provide indemnification, including advances of expenses, to an officer, employee, or agent of the corporation to the same extent that it may indemnify directors pursuant to this Article except that subsection 8.12 of this Article shall not apply to any person other than a director; and

(c) The corporation, in addition, shall have the power to indemnify an officer who is not a director, as well as employees and agents of the corporation who are not directors, to such further extent, consistent with law, as may be provided by the Articles of Incorporation, these Bylaws, general or specific action of the Board of Directors, or contract.

8.11 The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

8.12 Any indemnification of a director in accordance with this Article, including any payment or reimbursement of expenses, shall be reported to the shareholders with the notice of the next shareholders’ meeting or prior thereto in a written report containing a brief description of the proceedings involving the director being indemnified and the nature and extent of such indemnification.

8.13 This Article VIII is intended to authorize the corporation to indemnify officers, directors, employees or agents to the fullest extent permitted now or hereafter by law. In the event of a change in applicable law permitting greater indemnification, the board of directors is authorized to take the appropriate action to cause the corporation to provide such indemnification.

ARTICLE IX

Amendments

9.1 By Shareholders. The Bylaws may be amended by a majority vote of all of the stock issued and outstanding and entitled to vote at any annual or special meeting of the stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.

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9.2 By Directors. The Board of Directors, by a majority vote of the whole Board at any meeting, may amend these Bylaws including Bylaws adopted by the stockholders. However, the stockholders may amend any bylaw as provided in Section 1 and may from time to time specify particular provisions of the Bylaws which shall not be amended by the Board of Directors.

CERTIFICATE OF ADOPTION

The foregoing were adopted as the Bylaws of the corporation by resolution of the Board of Directors dated July 10, 1986.

/s/ Gary Pruitt

    Secretary

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EX-3.2.33

Exhibit 3.2.33

BY-LAWS

Of

TALLAHASSEE DEMOCRAT, INC.

ARTICLE I

Shareholders

Section 1 Place of Meetings: Meetings of shareholders for any purpose may be held at such place within or without the State of Florida as may be designated by the Board of Directors.

Section 2 Annual Meeting: The annual Meeting of shareholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the company or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting at such time and upon such date during the month of April in each year as the Board of Directors may determine.

Section 3 Special Meetings: Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, the President or by the Board or by a request in writing by persons who hold ten percent (10%) of all shares outstanding and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting.

Section 4 Notice of Meetings: Not less than ten (10) nor more than sixty (60) days before the date fixed for a meeting of shareholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the Secretary or an Assistant Secretary, or any other person or persons required or permitted by law to give such notice, in the case of a special meeting the business to be transacted shall be limited to the purposes stated in the notice. The notice shall be given personally or by mail or by other means of written communications to each shareholder entitled to notice of the meeting who is of record as of the day preceding the day on which notice is given or, if a record date therefore is duly fixed, of record as of such date. If mailed, the notice shall be addressed to the shareholders at the respective addresses as they appear on the records of the Company, notice of the time, place, and purpose of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filled with or entered upon the records of the meeting.

Section 5 Quorum; Adjournment: The presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the Articles of Incorporation. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the shareholders unless a greater vote is required by law or the Articles of Incorporation. If a quorum shall not be present or represented, those present in person or represented by proxy shall have power to adjourn the meeting, from time to time, without notice if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At such adjourned

meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting in accordance with Section 4 of this Article.

Section 6 Proxies: Any shareholder entitled to vote or express his consent or dissent at a meeting of shareholders may do so in person or may be represented by proxy, appointed by an instrument in writing, signed by the shareholder or by his duly authorized attorney-in-fact.

Section 7 Consent Without a Meeting: Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

Shares

Section 1 Form of Certificates and Signatures: Each holder of shares is entitled to one or more certificates, signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Company, which shall certify the number and class of shares held by him in the Company, no certificate for shares shall be executed or delivered until such shares are fully paid. The signatures of any of said officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or any employee of the corporation. In case any of said officers who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance.

Section 2 Transfer of Shares: Shares of the Company, shall be transferable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require.

Section 3 Lost, Stolen, or Destroyed Certificates: The Company may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen or destroyed, and the Board may, in its discretion, require the owner, or his legal representatives, to give the Company a bond containing such terms as the Board may require to protect the Company or any person injured by the execution and delivery of a new certificate.

Section 4 Transfer Agents and Registrars: The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signature of such transfer agents and registrars, or any of then. The Board shall have the authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Company.

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Section 5 Fixing a Record Date: In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. The record date for the purpose of the determination of shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.

ARTICLE III

Board of Directors

Section 1 Authority: Except where the law, the Articles of Incorporation, or these By-laws require action to be authorized or taken by shareholders, all of the authority of the Company shall be exercised by the directors.

Section 2 Number of Qualifications: The number of directors which shall constitute the whole Board shall not be less than three (3), the exact number of which shall be fixed from time to time by a majority vote of the members of the entire Board or by the vote or written assent of the holders of shares at the time entitled to vote in the election of directors.

Section 3 Election of Directors; Vacancies: The directors shall be elected at each annual meeting of shareholders or at a special meeting called for the purpose of electing directors. At a meeting of shareholders, at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors, and the candidates receiving the greatest number of votes shall be elected. In the event of the occurrence of any vacancy or vacancies in the Board, including any vacancy created by reason of an increase in the number of directors, the remaining directors, though less than a majority of the whole authorized number of directors, may, by a vote of a majority of their number, fill any such vacancy for the unexpired terms.

Section 4 Term of Office, Resignations: Directors shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier resignation, removal from office, or death. Any director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Company, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 5 Meetings: Immediately after each annual meeting of the shareholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business. Regular meetings of the Board may be held without notice if the time and place of such meeting are fixed by these By-laws or the Board. Special meetings of the Board may be called by the President or any Vice President or the Secretary or any two directors upon at least two (2) days notice either by personal delivery or by mail, telegram or cablegram before the meeting.

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Section 6 Quorum; Adjournment: A quorum of the Board shall consist of a majority of the directors then in office provided that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn the meeting to another time and place. Notice of any adjournment to another time or place shall be given to the directors who were not present at the time of adjournment and, unless the time and place of the adjourned meeting are announced, to the other directors. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these By-laws otherwise expressly provided.

Section 7 Appointment of Committee: The Board of Directors, by resolution adopted by a majority of the directors then in office, may appoint such committees, in addition to the Executive Committee, as it may consider proper, and such committees shall exercise such powers and duties as the Board from time to time may prescribe, subject to the Articles of Incorporation, these By-laws and applicable laws.

Section 8 Action Without a Meeting: Any action required by law to be taken at a meeting of the directors of the Company, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the directors, or all members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

Section 9 Contracts: No officer, director or shareholder of the corporation shall be disqualified by his office, membership on the Board of Directors or stock ownership, from dealing or contracting with the corporation as a vendor, purchaser, employee, agent or in any other similar or dissimilar capacity, nor shall any transaction, contract or act of the corporation be void or voidable or in any way affected or invalidated by reason of the fact that any such officer, director or shareholder of the corporation, any firm of which he may be a member or any other corporation of which he may be an officer, director or shareholder is disclosed to or known by the Board of Directors of this corporation or such members thereof as shall be present at any meeting at which action is taken upon any such transaction, contract or act. Neither shall such officer, director or shareholder be accountable or otherwise, responsible to the corporation for or in connection with any such action, contract or act of for any gains or profits realized by him by reason of the fact that he, any firm of which he is a member, or any other corporation of which he is an officer, director or shareholder, is interested in any such transaction, contract or act. Any such officer, director or shareholder, if he is a director, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action upon any such transaction, contract or act and he may vote at such meeting to authorize, adopt, ratify, or approve any such transaction, contract or act to the same extent as if he, any firm of which he is a member or any other corporation of which he is an officer, director or shareholder were not interested in such transaction, contract or act.

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ARTICLE IV

Executive Committee

Section 1 Membership; Appointment: The Board may appoint not less than three (3) directors who together shall constitute the Executive Committee. The directors may appoint one or more directors as alternate members of the Committee, who may take the place of any absent member or members at any meeting of the Committee. Vacancies in the Executive Committee may be filled at any meeting of the Board.

Section 2 Powers; Duties: The Executive committee shall advise with and aid the officers of the Company in all matters concerning its interests and the management of the business. When the Board is not in session, the Executive Committee shall have and may exercise all the powers of the Board, so far as may be delegated legally, with reference to the conduct of the business of the Company, except that the Executive Committee shall not take any action with respect to:

(a) Approve or recommend to shareholders actions or proposals required by law to be approved by shareholders.

(b) Designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c) Fill vacancies on the Board of Directors or any committee thereof.

(d) Amend the By-laws.

(e) Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors.

(f) Authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board by resolution or by adoption of a stock option or other plan, authorize the Executive Committee to fix the terms of any contract for the sale of the share and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, and voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State under the applicable law.

(g) Record of Meetings: The Executive Committee shall appoint its Secretary who shall keep the minutes of the meeting of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for their information.

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ARTICLE V

Officers

Section 1 Election and Designation of Officers: The officers of the Company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion may elect a chairman of the Board of Directors who, when present, shall have such other powers as the Board and these By-laws shall prescribe. There may also be one or more Assistant Secretaries and Assistant Treasurers, as may from time to time be elected by the Board. A person may hold more than one office providing the duties thereof can be consistently performed by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 2 Term of Office; Vacancies: The officers of the Company shall hold office until the next organization meeting of the Board and until their successors are elected and qualified, except in case of resignation, death or removal. The Board, without prejudice to the contract rights of such officer, may remove any officer elected or appointed by the Board at any time with or without cause by a majority vote of the members of the Board then in office. Any officer elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer. The Board may fill any vacancy in any Office occurring from whatever reason, may delegate one or more officers any of the duties of any officer or officers and prescribe the duties of any officer.

Section 3 Chairman of the Board - Duties: The Chairman of the Board shall preside at all meetings of the shareholders and of the Board and shall have such duties and powers as may be prescribed for him from time to time by the Board of Directors.

Section 4 President - Duties: The President shall perform the duties of the Chairman of the Board in the event of his absence or disability, or in the event a Chairman has not been designated by the Board, and he shall perform such duties as may be prescribed for him from time to time by the Board of Directors.

Section 5 Vice President - Duties: Each Vice President shall have the power and duties incident to that office and shall have such other duties as may be prescribed from time to time by the Board of Directors. In case of the absence or disability of the President, or when circumstances prevent the President from acting, a Vice President of the Company shall perform all the duties and possess all the authority of the President, and shall have priority in the performance of such duties and exercise of such authority in the order determined by the Board. Each Vice President may sign and execute on behalf and in the name of the Company bonds, contracts, instruments and documents authorized by the Board.

Section 6 Secretary - Duties: The Secretary shall attend all meetings of the shareholders and of the Board, and record all votes and the minutes of all proceedings in a book provided for the purpose, and, when required, he shall perform like duties for the standing committees, if any, elected or appointed by the Board. The Secretary shall see that proper notice, when required, is given of all

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meetings of the shareholders and of the Board. The Secretary may sign with the Chairman of the Board, the President or any Vice President on behalf and in the name of the Company all contracts and other Instruments authorized by the Board. The Secretary may sign or his facsimile signature, with that of the President or one of the Vice Presidents, may be used to sign certificates for shares of the capital stock of the Company. The Secretary shall keep in safe custody the seal of the Company and whenever authorized by the Board, shall attest and affix the seal to any contract or other instrument requiring the same. The Secretary shall keep in safe custody all contracts and such books, records and other papers as the Board may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the office of the Company during business hours, and he shall in general perform all the duties visually incident to the office of Secretary, subject to the control of the Board.

Section 7 Treasurer - Duties: The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Company, and shall have the care and custody of all funds and securities of the Company and deposit such funds in the name of the Company in such bank or banks as the Board may designate. The Treasurer is authorized to sign all checks, drafts, notes, bills of exchange, orders for the payment of money and negotiable instruments of the Company, but no such instrument shall be signed in blank. He shall disburse the funds of the Company as may be ordered by the Board or the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any director, and also, provided the Board or the President so orders, to any shareholder of the Company upon application at the office of the Company by such shareholder during business hours; and he shall give such bonds for the faithful performance of his duties as the Board or the President may determine, and he shall perform such other duties as may be incident to his office.

Section 8 Other Officers - Duties: The Assistant Secretaries and Assistant Treasurers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers.

ARTICLE VI

Compensation

The Board, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, shall have authority to fix the compensation of directors and officers for services in any capacity.

ARTICLE VII

Indemnification

The Company shall indemnify all persons whom it may lawfully indemnify, to the full extent permitted by law.

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ARTICLE VIII

Execution of Contracts, Vouchers, and Negotiable Instruments

The Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, contracts, indentures, deeds, conveyances, leases, declarations, communications and other instruments and documents, and the Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, manually or by facsimile signature, checks, drafts, notes, bonds, debentures, bills of exchange and orders for the payment of money. In case any of the officers of the Company who shall have signed, or whose facsimile signature or signatures shall have been used, as aforesaid, upon any such document, instrument or security shall cease to be such officer of the Company before such document, instrument or security, upon due delivery or issuance thereof, shall be valid and effective as though the person or persons who signed or whose facsimile signature or signatures were used upon such document, instrument, or security had not ceased to be such officer of the Company.

ARTICLE IX

Authority to Transfer and Vote Securities

The Chairman of the Board, the President, and each Vice President of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers, and releases with respect thereto, or to cause such action to be taken.

ARTICLE X

Amendments

Except as otherwise provided by law, the By-laws of the Company may be adopted, altered, amended, or repealed by the Board of Directors, provided, however, the shareholders may repeal, alter, or amend By-laws adopted by the Board of Directors, may adopt new By-laws, and may prescribe that any By-law made by then may not be altered, amended, or repealed by the Board of Directors.

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EX-3.2.34

Exhibit 3.2.34

BY-LAWS

OF

QUAD COUNTY PUBLISHING, INC.

ARTICLE I

OFFICES

The corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the state.

ARTICLE II

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders shall be held on the third Monday of January of each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called either by the president, by the board of directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation, for the purpose or purposes stated in the call of the meeting.

SECTION 3. PLACE OF MEETING. The board of directors may designate any place, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at 116 West Main Street, Sparta, Illinois.

SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than forty days before the date of the meeting, or in the case of a merger or consolidation not less than twenty nor more than forty days before the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend, or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the board of directors of the corporation may fix in advance a record date which shall not be more than forty days and, for a meeting of shareholders, not less than ten days, or in the case of a merger or consolidation not less than twenty days, before the date of such meeting. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the date on which notice of the meeting is mailed, and the record date for the determination of shareholders for any other purpose shall be the date on which the board of directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting.

SECTION 6. VOTING LISTS. The officer or agent having charge of the transfer books for shares of the corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of the shareholder, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be open to inspection by any shareholder for any purpose germane to the meeting, at any time, during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and may be inspected by any shareholder during the whole time of the meeting. The original share ledger or transfer book or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

SECTION 7. QUORUM. The holders of a majority of the outstanding shares of the corporation, present in person or represented by proxy, shall constitute a quorum at any meeting of shareholders) provided that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of the majority of shares represented at the meeting shall be the act of the shareholders, unless the vote of a greater number or voting by classes as required by The Business Corporation Act, the articles of incorporation or these by-laws. At any adjourned meeting at which a quorum shall be present, any business may be transacted which has been transacted at the original meeting. Withdrawal of shareholders from any meeting shall not cause failure of a duly constituted quorum at that meeting.

SECTION 8. PROXIES. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy but no such proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders.

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SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

Shares standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court appointed guardian, or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian, or conservator. Shares standing in the name of a trustee may be voted by him, either in person or by proxy.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Any number of shareholders may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their share, for a period not to exceed ten years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, and by transferring their shares to such trustee or trustees for the purpose of the agreement. Any such trust agreement shall not become effective until a counterpart of the agreement is deposited with the corporation at its registered office. The counterpart of the voting trust agreement so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any reasonable time for any proper purpose.

Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

SECTION 11. CUMULATIVE VOTING. In all elections for directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, for as many persons as there are directors to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal, or to distribute them on the same principle among as many candidates as he shall set fit.

SECTION 12. INSPECTORS. At any meeting of shareholders, the presiding officer may, or upon the request of any shareholder shall appoint one or more persons as inspectors for such meeting.

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Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders.

Each report of an inspector shall be in writing and signed by him or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may be by voice unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS. The business of the corporation shall be managed by its board of directors.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be three (3). Each director shall hold office until the next annual meeting of shareholders or until his successor shall have been elected and qualified. Directors need not be residents of Illinois or shareholders of the corporation. The number of directors may be increased or decreased from time to time by the amendment of this section; but no decrease shall have the effect of shortening the term of any incumbent director.

SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by them.

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SECTION 5. NOTICE. Notice of any special meeting shall be given at least two days previous thereto by written notice to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the number of directors fixed by these by-laws shall constitute a quorum for transaction of business at any meeting of the board of directors, provided that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting at any time without further notice.

SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these by-laws, or the articles of incorporation.

SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors, may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

SECTION 9. ACTION WITHOUT A MEETING. Unless specifically prohibited by the articles of incorporation or by-laws, any action required to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting of the board of directors, or of any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. Any such consent signed by all the directors or all the members of the committee shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State or with anyone else.

SECTION 10. COMPENSATION. The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers, or otherwise. By resolution of the board of directors the directors may be paid their expenses, if any, of attendance at each meeting of the board. No such payment previously mentioned in this section shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

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SECTION 12. EXECUTIVE COMMITTEE. The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extend provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE IV

OFFICERS

SECTION 1. NUMBER. The officers of the corporation shall be a president, one or more vice-presidents, a treasurer, a secretary, and such other officers as may be elected or appointed by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary: provided, however, that in cases where all of the shares of a corporation are owned of record by one shareholder and the articles of incorporation or by-laws provide that the number of directors shall be one, the offices of president and secretary may be held by the same person.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.

SECTION 3. REMOVAL. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. PRESIDENT. The president shall be the principal executive officer of the corporation. Subject to the direction and control of the board of directors, he shall be in charge of the business of the corporation; he shall see that the resolutions and directions of the board of directors are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the board of directors; and, in general, he shall discharge all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. He shall preside at all meetings of the shareholders and of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, he may execute for the corporation certificates for its

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shares, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. He may vote all securities which the corporation is entitled to vote except as and to the extend such authority shall be vested in a different officer or agent of the corporation of the board of directors.

SECTION 5. THE VICE-PRESIDENTS. The vice-president (or in the event there be more than one vice-president, each of the vice-presidents) shall assist the president in the discharge of his duties as the president may direct and shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, the vice-president (or each of them if there are more than one) may execute for the corporation certificates for its shares and any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument.

SECTION 6. THE TREASURER. The treasurer shall be the principal accounting and financial officer of the corporation. He shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefore and for the receipt and disbursement thereof; and (c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors may determine.

SECTION 7. THE SECRETARY. The secretary shall: (a) record the minutes of the shareholders’ and of the board of directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws; (f) have general charge of the stock transfer books of the corporation; (g) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.

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SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or the board of directors. The assistant secretaries may sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.

SECTION 9. SALARIES. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS/ CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The board of directors may authorize any officer or officers, agent or agents/ to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the corporation shall be signed by the president or a vice-president or by such officer as shall be designated by resolution of the board of directors and by the secretary or an assistant secretary, and shall be unsealed or sealed with the seal or a facsimile of the seal of the corporation. If both of the signatures of the officers be by facsimile, the certificate shall be manually signed by or on behalf of

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a duly authorized transfer agent or clerk. Each certificate representing shares shall be consecutively numbered or otherwise identified, and shall also state the name of the person to whom issued, the number and class of shares (with designation of series, if any), the date of issue, that the corporation is organized under the Illinois law, and the par value or a statement that the shares are without par value. If the corporation is authorized and does issue shares of more than one class or of series within a class, the certificate shall also contain such information or statement as may be required by law.

The name and address of each shareholder, the number and class of shares held and the date on which the certificates for the shares were issued shall be entered on the books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

SECTION 2. LOST CERTIFICATES. If a certificate representing shares has allegedly been lost or destroyed the board of directors may in its discretion, except as may be required by law, direct that a new certificate be issued upon such indemnification and other reasonable requirements as it may impose.

SECTION 3. TRANSFERS OF SHARES. Transfers of shares of the corporation shall be recorded on the books of the corporation and, except in the case of a lost or destroyed certificate, on surrender for cancellation of the certificate for such shares. A certificate presented for transfer must be duly endorsed and accompanied by proper guaranty of signature and other appropriate assurances that the endorsement is effective.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors.

ARTICLE VIII

DIVIDENDS

The board of directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles of incorporation.

ARTICLE IX

SEAL

Should the board of directors deem a corporate seal appropriate, then the corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Illinois”. the seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

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ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these by-laws or under the provisions of the articles of incorporation or under the provisions of The Business Corporation Act of the State of Illinois, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

SECTION 1. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 2. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, of is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in when such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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SECTION 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 4. Any indemnification under Sections 1 and 2 (unless ordered by the court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

SECTION 5. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any contract, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 6. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this article.

ARTICLE XII

AMENDMENTS

The power to make, alter, amend, or repeal the by-laws of the corporation shall be vested in the board of directors, unless reserved to the shareholders by the articles of incorporation. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

	/s/ Patrick Talamantes
	President
ATTEST:
/s/ Karole Morgan-Prager
Secretary

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EX-3.2.35

Exhibit 3.2.35

OPERATING AGREEMENT OP

SAN LUIS OBISPO TRIBUNE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT (this “Agreement”) of San Luis Obispo Tribune, LLC, a Delaware limited liability company (the “Company”), is entered into as of July 5, 2006 and shall constitute the “limited liability company agreement” of the Company within the meaning of Section 18-101(7) of the Delaware Limited Liability Company Act, Title 6, Delaware Corporations Code, Section 18-101 et seq., as amended (the “Act”).

1. Except as otherwise provided in this Agreement, the default provisions of the Act shall apply to the Company.

2. Monterey Newspapers, Inc., a Colorado corporation, shall be the sole “member” of the Company within the meaning of Section 18-101(11) of the Act (the “Member”).

3. The Member hereby enters into and forms the Company as a limited liability company in accordance with the Act. The name of the Company shall be San Luis Obispo Tribune, LLC.”

4. The Company shall maintain a Delaware registered office and agent for the service of process as required by the Act. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be.

5. The purpose and scope of the Company shall be to engage in such lawful activities as shall be determined by the Member in its sole and absolute discretion.

6. The term of the Company shall begin as of the date of filing of the certificate of formation for the Company in accordance with Section 18-201 of the Act and, unless otherwise specified in a certificate of cancellation filed by the Member in respect of the Company pursuant to Section 18-203 of the Act, such term shall continue in perpetuity.

7. Title to all Company property shall be held in the name of the Company; provided, however, that the Company shall make such distributions of cash and/or property to the Member as the Member shall from time to time determine in its sole and absolute discretion.

8. Except as otherwise required by applicable law, the Member shall have no personal liability for the debts and obligations of the Company.

9. The Member shall have no obligation to make any contributions to the capital of the Company and shall make only such contributions as the Member shall from time to time determine in its sole and absolute discretion.

10. The Member shall have no obligation to provide any services to the Company and shall provide only such services as the Member shall from time to time determine in its sole and absolute discretion.

11. The Company shall indemnify the Member to the fullest extent permitted by law.

12. The Member shall control the management and operation of the Company in such manner as it shall determine in its sole and absolute discretion. The Member may appoint, remove and replace managers, officers and employees of the Company from time to time in its sole and absolute discretion. Notwithstanding any provision of this Agreement to the contrary, any contract, agreement, deed, lease, note or other document or instrument executed on behalf of the Company by the Member shall be deemed to have been duly executed by the Company and third parties shall be entitled to rely upon the Member’s power to bind the Company without otherwise ascertaining that the requirements of this Agreement have been satisfied.

13. To the maximum extent permitted by the Act and other applicable law, the Member: (i) shall not be subject to any fiduciary or other duties to the Company; and (ii) shall not be liable to the Company for any action or omission concerning the Company or otherwise.

14. The Member may transfer all or any portion of its interest in the Company in the Member’s sole and absolute discretion. In the event of any such transfer, this Agreement shall be amended to reflect the respective rights and obligations of the Member and the transferee or transferees. No person shall be admitted to the Company as an additional member without the written consent of the Member, which consent may be withheld in the Member’s sole and absolute discretion.

15. The “Sample Single Member” name and mark are the property of the Member. The Company’s authority to use such name and mark may be withdrawn by the Member at any time without compensation to the Company. Following the dissolution and liquidation of the Company, all right, title and interest in and to such name and mark shall be held solely by the Member.

16. The interpretation and enforceability of this Agreement and the rights and liabilities of the Member as such shall be governed by the laws of the State of Delaware as such laws are applied in connection with limited liability company operating agreements entered into and wholly performed upon in Delaware by residents of Delaware. To the extent permitted by the Act and other applicable law, the provisions of this Agreement shall supersede any contrary provisions of the Act or other applicable law.

17. In the event any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the provision so severed, and shall not cause the invalidity or unenforceability of the remainder of this Agreement.

18. This Agreement may be amended, in whole or in part, only through a written amendment executed by the Member.

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19. This Agreement contains the entire understanding and intent of the Member regarding the Company and supersedes any prior written or oral agreement respecting the Company. There are no representations, agreements, arrangements, or understandings, oral or written, of the Member relating to the Company which are not fully expressed in this Agreement.

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

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

MONTEREY NEWSPAPERS, INC.

/s/ Patrick Talamantes

Name:

Title:

EX-3.2.36

Exhibit 3.2.36

BYLAWS OF

STAR-TELEGRAM OPERATING, INC.

Adopted April 4, 2008

TABLE OF CONTENTS

		Page
ARTICLE I MEETINGS OF STOCKHOLDERS		1
1.1	Place of Meetings	1
1.2	Annual Meeting	1
1.3	Special Meeting	1
1.4	Notice of Stockholders’ Meetings	2
1.5	Quorum	2
1.6	Adjourned Meeting; Notice	2
1.7	Conduct of Business	2
1.8	Voting	3
1.9	Stockholder Action by Written Consent Without a Meeting	3
1.10	Record Dale for Stockholder Notice; Voting; Giving Consents	4
1.11	Proxies	5
1.12	List of Stockholders Entitled to Vote	5
ARTICLE II DIRECTORS		6
2.1	Powers	6
2.2	Number of Directors	6
2.3	Election, Qualification and Term of Office of Directors	6
2.4	Resignation and Vacancies	6
2.5	Place of Meetings; Meetings by Telephone	7
2.6	Conduct of Business	7
2.7	Regular Meetings	7
2.8	Special Meetings; Notice	7
2.9	Quorum; Voting	8
2.10	Board Action by Written Consent Without a Meeting	8
2.11	Fees and Compensation of Directors	8
2.12	Removal of Directors	8
ARTICLE III COMMITTEES		9
3.1	Committees of Directors	9
3.2	Committee Minutes	9
3.3	Meetings and Actions of Committees	9
3.4	Subcommittees	10
ARTICLE IV OFFICERS		10
4.1	Officers	10
4.2	Appointment of Officers	10
4.3	Subordinate Officers	10
4.4	Removal and Resignation of Officers	10
4.5	Vacancies in Offices	11
4.6	Representation of Shares of Other Corporations	11
4.7	Authority and Duties of Officers	11

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ARTICLE V INDEMNIFICATION		11
5.1	Indemnification of Directors and Officers in Third Party Proceedings	11
5.2	Indemnification of Directors and Officers in Actions by or in the Right of the Company	11
5.3	Successful Defense	12
5.4	Indemnification of Others	12
5.5	Advanced Payment of Expenses	12
5.6	Limitation on Indemnification	12
5.7	Determination; Claim	13
5.8	Non-Exclusivity of Rights	13
5.9	Insurance	13
5.10	Survival	14
5.11	Effect of Repeal or Modification	14
5.12	Certain Definitions	14
ARTICLE VI STOCK		14
6.1	Stock Certificates; Partly Paid Shares	14
6.2	Special Designation on Certificates	15
6.3	Lost Certificates	15
6.4	Dividends	15
6.5	Stock Transfer Agreements	16
6.6	Registered Stockholders	16
6.7	Transfers	16
ARTICLE VII MANNER OF GIVING NOTICE AND WAIVER		16
7.1	Notice of Stockholder Meetings	16
7.2	Notice by Electronic Transmission	16
7.3	Notice to Stockholders Sharing an Address	17
7.4	Notice to Person with Whom Communication is Unlawful	18
7.5	Waiver of Notice	18
ARTICLE VIII GENERAL MATTERS		18
8.1	Fiscal Year	18
8.2	Seat	18
8.3	Annual Report	18
8.4	Construction; Definitions	18
ARTICLE IX AMENDMENTS		19

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BYLAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

1.1 Place of Meetings. Meetings of stockholders of Star-Telegram Operating, Inc. (the “Company”) shall be held at any place, within or outside the State of Delaware, determined by the Company’s board of directors (the “Board”). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 21l(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Company’s principal executive office.

1.2 Annual Meeting. An annual meeting of stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual meeting. The Company shall not be required to hold an annual meeting of stockholders, provided that (i) the stockholders are permitted to act by written consent under the Company’s certificate of incorporation and these bylaws, (ii) the stockholders take action by written consent to elect directors and (iii) the stockholders unanimously consent to such action or, if such consent is less than unanimous, all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

1.3 Special Meeting. A special meeting of the stockholders may be called at any time by the Board, Chairperson of the Board, Chief Executive Officer or President (in the absence of a Chief Executive Officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If any person(s) other than the Board calls a special meeting, the request shall:

(i) be in writing;

(ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and

(iii) be delivered personally or sent by registered mail or by facsimile transmission to the Chairperson of the Board, the Chief Executive Officer, the President (in the absence of a Chief Executive Officer) or the Secretary of the Company.

The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

1.4 Notice of Stockholders’ Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

1.5 Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.

If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in section 1.6, until a quorum is present or represented.

1.6 Adjourned Meeting; Notice. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

1.7 Conduct of Business. Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoing persons by the President, or in the absence of the foregoing persons by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

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1.8 Voting. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of section 1.10 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgers and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation or these bylaws.

1.9 Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

An electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission.

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In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

1.10 Record Dale for Stockholder Notice; Voting; Giving Consents. In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date:

(i) in the case of determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;

(ii) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board; and

(iii) in the case of determination of stockholders for any other action, shall not be more than 60 days prior to such other action.

If no record date is fixed by the Board:

(i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

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(ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and

(iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided that the Board may fix a new record date for the adjourned meeting.

1.11 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

1.12 List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger of the Company shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Company shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Company’s principal place of business. In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

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ARTICLE II

DIRECTORS

2.1 Powers. The business and affairs of the Company shall be managed by or under the direction of the Board, except as may be otherwise provided in the DGCL or the certificate of incorporation.

2.2 Number of Directors. The Board shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

2.3 Election, Qualification and Term of Office of Directors. Except as provided in section 2.4 of these bylaws, and subject to sections 1.2 and 1.9 of these bylaws, directors shall be elected at each annual meeting of stockholders. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

2.4 Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws:

(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

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If at any time, by reason of death or resignation or other cause, the Company should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.5 Place of Meetings; Meetings by Telephone. The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

2.6 Conduct of Business. Meetings of the Board shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

2.7 Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

2.8 Special Meetings; Notice. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or any two directors.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

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(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Company’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Company’s principal executive office) nor the purpose of the meeting.

2.9 Quorum; Voting. At all meetings of the Board, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of the directors.

2.10 Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.11 Fees and Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.

2.12 Removal of Directors. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

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No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office,

ARTICLE III

COMMITTEES

3.1 Committees of Directors. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified front voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board In the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Company.

3.2 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

3.3 Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) section 2.5 (Place of Meetings; Meetings by Telephone);

(ii) section 2.7 (Regular Meetings);

(iii) section 2.8 (Special Meetings; Notice);

(iv) section 2.9 (Quorum; Voting);

(v) section 2.10 (Board Action by Written Consent Without a Meeting); and

(vi) section 7.5 (Waiver of Notice)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(vii) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

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(viii) special meetings of committees may also be called by resolution of the Board; and

(ix) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.

3.4 Subcommittees. Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE IV

OFFICERS

4.1 Officers. The officers of the Company shall be a President and a Secretary. The Company may also have, at the discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

4.2 Appointment of Officers. The Board shall appoint the officers of the Company, except such officers as may be appointed in accordance with the provisions of section 4.3 of these bylaws.

4.3 Subordinate Officers. The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

4.4 Removal and Resignation of Officers. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

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4.5 Vacancies in Offices. Any vacancy occurring in any office of the Company shall be filled by the Board or as provided in section 4.3.

4.6 Representation of Shares of Other Corporations. Unless otherwise directed by the Board, the President or any other person authorized by the Board or the President is authorized to vote, represent and exercise on behalf of the Company ail rights incident to any and all shares of any other corporation or corporations standing in the name of the Company. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

4.7 Authority and Duties of Officers. Except as otherwise provided in these bylaws, the officers of the Company shall have such powers and duties in the management of the Company as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

ARTICLE V

INDEMNIFICATION

5.1 Indemnification of Directors and Officers in Third Party Proceedings. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

5.2 Indemnification of Directors and Officers in Actions by or in the Right of the Company. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a

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party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

5.3 Successful Defense. To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in section 5.1 or section 5.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

5.4 Indemnification of Others. Subject to the other provisions of this Article V, the Company shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL or other applicable law. The Board shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

5.5 Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Company in defending any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts (fit shall ultimately be determined that the person is not entitled to be indemnified under this Article V or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate. The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these bylaws.

5.6 Limitation on Indemnification. Subject to the requirements in section 5.3 and the DGCL, the Company shall not be obligated to indemnify any person pursuant to this Article V in connection with any Proceeding (or any part of any Proceeding);

(i) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

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(iii) for any reimbursement of the Company by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(iv) initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Company or its directors, officers, employees, agents or other indemnitees, unless (a) the Board authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (c) otherwise required to be made under section 5.7 or (d) otherwise required by applicable law; or

(v) if prohibited by applicable law.

5.7 Determination; Claim. If a claim for indemnification or advancement of expenses under this Article V is not paid in full within 90 days after receipt by the Company of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such Indemnification or advancement of expenses. The Company shall indemnify such person against any and all expenses that are incurred by such person in connection with any action for indemnification or advancement of expenses from the Company under this Article V, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the Company shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

5.8 Non-Exclusivity of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Company is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

5.9 Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the DGCL.

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5.10 Survival. The rights to indemnification and advancement of expenses conferred by this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

5.11 Effect of Repeal or Modification. Any amendment, alteration or repeal of this Article V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to such amendment, alteration or repeal.

5.12 Certain Definitions. For purposes of this Article V, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article V.

ARTICLE VI

STOCK

6.1 Stock Certificates; Partly Paid Shares. The shares of the Company shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Company by the Chairperson of the Board or Vice-Chairperson of the Board, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon

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a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Company shall not have power to issue a certificate in bearer form.

The Company may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Company in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2 Special Designation on Certificates. If the Company is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Company shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issue to represent such class or series of stock, a statement that the Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Company shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section 6.2 or Sections 156, 202(a) or 218(a) of the DGCL or with respect to this section 6.2 a statement that the Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

6.3 Lost Certificates. Except as provided in this section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Company and cancelled at the same time. The Company may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the Issuance of such new certificate or uncertificated shares,

6.4 Dividends. The Board, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the Company’s capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock, subject to the provisions of the certificate of incorporation.

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The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

6.5 Stock Transfer Agreements. The Company shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

6.6 Registered Stockholders. The Company:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

6.7 Transfers. Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer.

ARTICLE VII

MANNER OF GIVING NOTICE AND WAIVER

7.1 Notice of Stockholder Meetings. Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the Company’s records. An affidavit of the Secretary or an Assistant Secretary of the Company or of the transfer agent or other agent of the Company that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2 Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the Company under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any such consent shall be deemed revoked if:

(i) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent; and

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(ii) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(iii) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(iv) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(v) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(vi) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the Secretary or an Assistant Secretary of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, by prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

7.3 Notice to Stockholders Sharing an Address. Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Company under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any stockholder who fails to object in writing to the Company, within 60 days of having been given written notice by the Company of its Intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

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7.4 Notice to Person with Whom Communication is Unlawful. Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Company is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

7.5 Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VIII

GENERAL MATTERS

8.1 Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the Board.

8.2 Seal. The Company may adopt a corporate seal which shall be in such form as may be approved from time to time by the Board. The Company may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

8.3 Annual Report. The Company shall cause an annual report to be sent to the stockholders of the Company to the extent required by applicable law. If and so long as there are fewer than 100 holders of record of the Company’s shares, the requirement of sending an annual report to the stockholders of the Company is expressly waived (to the extent permitted under applicable law).

8.4 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

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ARTICLE IX

AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the Company may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the Board.

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STAR-TELEGRAM OPERATING, INC.

CERTIFICATE OF ADOPTION OF BYLAWS

The undersigned hereby certifies that she is the duly elected, qualified and acting Secretary of Star-Telegram Operating, Inc., a Delaware corporation (the “Company”), and that the foregoing bylaws, comprising 21 pages, were adopted as the bylaws of the Company on April 4, 2008.

/s/ Karole Morgan-Prager

Karole Morgan-Prager, Secretary

EX-3.2.37

Exhibit 3.2.37

BYLAWS

OF

TACOMA NEWS, INC.

Adopted July 10, 1986

ARTICLE I

Offices

1.1 Initial Registered and Principal Office. The initial registered office shall be at 5400 Columbia Seafirst Center, 701 Fifth Avenue, Seattle, Washington 98104-7011. The initial principal office address shall be at 21st and Q Streets, Sacramento, California 95813. The location of the office may be changed by resolution of the Board of Directors.

1.2 Other Offices. The corporation may have offices also at such other places within or without the State of Washington as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Stockholders

2.1 Annual Meeting Date. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year during the month of March, with the specific date and time to be determined from time to time by the Board of Directors.

2.2 Notice of Annual Meeting. Written notice of the annual meeting stating the time and place thereof, and in case of a special meeting the time, place and purposes thereof, shall be given at least ten (10) but not more than fifty (50) days before the date of the meeting to each stockholder entitled to a vote thereat.

2.3 Voting Record. The officer who has charge of the stock ledger of the corporation shall prepare at least ten (10) days before every meeting of stockholders a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting during ordinary business hours for a period at least ten (10) days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

2.4 Special Meetings. Special meetings of the stockholders may be called by the Board of Directors or by the President or by a writing signed by stockholders owning twenty-five percent (25%) in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such call shall state the purpose or purposes of the proposed meeting. The Secretary shall give notice to the stockholders of such meeting in accordance with such call.

2.5 Special Meetings; Business. Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice of such special meeting.

2.6 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat present in person or represented by proxy shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat present in person or represented by proxy shall have power to adjourn the meeting from time to time without notice other than adjournment at the meeting (if the adjournment is not for more than thirty (30) days and the new record date for the determination of stockholders entitled to vote is not fixed) until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

2.7 Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power voting on a question shall decide any question brought before such meeting unless the question is one upon which by express provision of the statutes or the Articles of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

2.8 Proxies and Inspectors. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after eleven months from its date unless the proxy specifically provides for a longer period. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting when required by the inspectors of election. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by two (2) inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.

2.9 Action Without Meeting. Whenever the vote of the stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision by the statutes or the Articles of Incorporation, the meeting and vote may be dispensed with if all stockholders who would have been entitled to a vote upon the action, if such meeting were held and if voting would have authorized such action, shall consent in writing to such corporate action being taken. Prompt notice shall be given by the Secretary to all stockholders of the taking of corporate action without a meeting by unanimous written consent.

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2.10 Presence by Telephone. Stockholders may participate in a meeting of the stockholders by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

ARTICLE III

Directors

3.1 Number of Directors. The number of directors which shall constitute the whole Board shall be from one (1) to five (5). By amendment of this bylaw, the number may be increased or decreased from time to time by the Board of Directors within the limits permitted by law. No decrease in the number of directors shall change the term of any incumbent director. The directors shall be elected at the annual meeting of the stockholders except as provided in Section 2 of this article, and each director shall hold office until his successor is elected and accepts office unless he earlier resigns or is removed. Directors need not be stockholders. A director may resign at any time upon written notice to the corporation or orally at any meeting of the directors or stockholders.

3.2 Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and accept office, unless sooner displaced.

3.3 Removal of Directors. At a meeting of shareholders called expressly for that purpose, the entire Board of Directors, or any member may be removed, with or without cause, by a vote of the holders of a majority of shares then entitled to vote at an election of such directors.

3.4 Power and Duties of the Board. The business of the corporation shall be managed by its Board of Directors which may exercise all such power of the corporation and do such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. Except as otherwise provided by law or the Articles of Incorporation, a director shall perform the duties of a director, including the duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (i) one or more officers or employees of the corporation whom the director believes to be reliable and competent in the matter presented, (ii) counsel, public accountants, or other persons as to matters which the director believes to be within such person’s professional or expert competence, or (iii) a committee of the board upon which the director does not serve, duly designated in accordance with a provision in the articles of incorporation or bylaws, as to matters within its designated authority, which committee the director believes to merit confidence; so long

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as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. Nothing contained in this Section 3.4 is intended to impose upon the directors any standard of care greater than that now or hereafter provided by applicable law.

3.5 Place of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Washington.

3.6 First Meeting. The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of the stockholders and at the place thereof. No notice of such meeting shall be necessary to the directors in order legally to constitute the meeting, provided a quorum be present. In the event that such meeting is not so held, the meeting may be held at such time and in such place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

3.7 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

3.8 Special Meetings. Special meetings of the Board of Directors may be called by the President or by a writing signed by one director. Notice of special meetings of the Board of Directors shall be given by the Secretary to each director at least three (3) days before the meeting if by mail, or at least forty-eight (48) hours before the meeting if given in person or by telephone or by telegraph. The notice shall specify the business to be transacted.

3.9 Quorum. Except as otherwise provided by law or the Articles of Incorporation, a majority of the full number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present.

3.10 Registering Dissent. A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting, before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

3.11 Executive and Other Committees. Standing or special committees may be appointed from its own number by the Board of Directors from time to time and the Board of Directors may from time to time invest such committees with such powers as it may deem advisable, subject to such conditions as may be prescribed by such Board and statute. An Executive Committee may be appointed by resolution passed by a majority of the full Board of Directors. It shall have and exercise all of the authority of the Board of Directors except as restricted by statute or resolution of

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the Board of Directors. Except as now or hereafter permitted by law or the Articles of Incorporation, no committee may (i) authorize distributions, except at a rate or in periodic amount determined by the board of directors, (ii) approve or recommend to shareholders actions or proposals required by this title to be approved by shareholders, (iii) fill vacancies on the board of directors or any committee thereof, (iv) amend the bylaws, (v) fix compensation of any director for serving on the board of directors or on any committee, (vi) approve a plan of merger, consolidation, or exchange of shares not requiring shareholder approval, or (vii) appoint other committees of the board of directors or the members thereof. At meetings of such committees, the majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be an act of the committee. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation. The designation of any such committee and the delegation of authority thereto shall not relieve the Board of Directors or any member thereof of any responsibility imposed by law.

3.12 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes or proceedings of the Board or committee.

3.13 Presence by Telephone. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

3.14 Remuneration. The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director as determined by resolution of the Board of Directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

3.15 Interested Directors and Officers. In furtherance and not limitation of the provisions of the Washington Business Corporation Act, the fact that a director or an officer had a direct or indirect interest in a transaction is not grounds for either invalidating the transaction or imposing liability on any director or officer although the failure to take advantage of the provisions of the Business Corporation Act relating to interested director and officer transactions may result in a person asserting the validity of the transaction having the burden of proving the transaction’s fairness.

3.16 Loans and Guarantees of Directors. Except as now or hereafter permitted by law or the Articles of Incorporation, the corporation may not lend money to or guarantee the obligation of a director unless the particular loan or guarantee is approved by vote of the holders of at least a majority of the votes represented by the outstanding voting shares of all classes, except the votes of the benefitted director or the board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.

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3.17 Loans Secured by Shares of the Corporation. Except as now or hereafter permitted by law, the corporation shall not make any loan secured by shares of its stock unless approved by a board of directors or shareholders as permitted by statute.

3.18 Distributions to Shareholders. Except as now or hereafter permitted by law or the Articles of Incorporation, the corporation may not make any distribution to shareholders if after giving it effect either (a) the corporation would not be able to pay its debts as they become due in the usual course of business or (b) the corporation’s total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount which would be needed to satisfy any shareholder’s preferential rights in liquidation were the corporation in liquidation at the time of the distribution. The board may base the determination that a distribution is permitted either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or a fair valuation or other method that is reasonable in the circumstances. The effect of the distribution shall be determined in the case of the purchase, redemption or other acquisition of the corporation’s shares as of the earlier of (i) the date money or other property is transferred or debt is incurred by the corporation or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares. In all other cases, the effect shall be measured as of the date of its authorization if payment is made within 120 days thereafter or the date of payment if it occurs more than 120 days thereafter.

ARTICLE IV

Notices

4.1 Notice Given at Time Mailed. Notices to directors and stockholders, mailed to them at their addresses appearing on the books of the corporation, shall be deemed to be given at the time when deposited in the United States mail, postage prepaid.

4.2 Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance at a meeting shall constitute a waiver of notice unless such person objects at the commencement of the meeting that proper notice has not been given.

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ARTICLE V

Officers

5.1 Designation. The officers of the corporation shall be chosen by the Board of Directors at its organizational meeting and thereafter at its first meeting after each annual meeting of the stockholders, and shall be a President, a Vice President, a Secretary, and a Treasurer and Chief Financial Officer, provided that the Board of Directors may elect to leave any of the foregoing officers vacant from time to time. The Board of Directors may choose also additional Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers. Except as now or hereafter permitted by law or the Articles of Incorporation, two or more offices may be held by the same person, except that the offices of President and Secretary shall not be held by the same person unless all of the issued and outstanding stock of the corporation is owned of record by one stockholder in which case one person may hold all or any combination of offices.

5.2 Additional Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

5.3 Salaries. The salaries of all officers of the corporation shall be fixed by or under the direction of the Board of Directors.

5.4 Term of Office. The officers of the corporation shall hold office at the pleasure of the Board of Directors. Any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise shall be filled by the Board of Directors.

5.5 President. The President shall be the chief executive officer of the corporation. Unless otherwise determined by the Board of Directors, the President shall preside at all meetings of the stockholders and the Board of Directors; he shall give general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect; he shall execute on behalf of the corporation and may affix or cause the seal to be affixed to all instruments requiring such execution, except to the extent the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

5.6 Vice President. The Vice Presidents shall act under the direction of the President, and in the absence or disability of the President or if the office of the President is vacant, shall perform the duties of the President, and from time to time they shall perform such other duties and have such other powers as the President or the Board of Directors may prescribe. The Board of Directors may designate one or more Executive Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the President shall descend to the Vice President in such specified order of seniority.

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5.7 Secretary. The Secretary shall act under the direction of the President. Subject to the direction of the President or the Board of Directors, he shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He shall perform like duties for committees when required. He shall give or cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the President or the Board of Directors. He shall keep in safe custody the seal of the corporation and when authorized by the President or the Board of Directors cause it to be affixed to any instrument requiring it.

5.8 Assistant Secretaries. The Assistant Secretaries shall act under the direction of the President in the order of their seniority unless otherwise determined by the President or the Board of Directors. They shall, in the absence or disability of the Secretary, perform the duties and exercise the power of the Secretary. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

5.9 Treasurer and Chief Financial Officer. The Treasurer and Chief Financial Officer shall act under the direction of the President. Subject to the direction of the President, he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements and shall render the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. He may affix or cause to be affixed the seal of the corporation to documents so requiring.

5.10 Assistant Treasurers. The Assistant Treasurers, in the order of their seniority, unless otherwise determined by the President or the Board of Directors, shall in the absence or disability of the Treasurer perform the duties and exercise the power of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe,

ARTICLE VI

Certificates of Stock

6.1 Certificates. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation certifying the number of shares owned by him in the corporation. If a certificate is signed (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of the officers of the corporation may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer, before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the corporation or a facsimile thereof may but need not be affixed to the certificates of stock.

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6.2 Lost, Stolen, Mutilated or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, mutilated or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, mutilated or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to issuance thereof, require the owner of such lost, stolen, mutilated or destroyed certificate or certificates or his legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to be lost, stolen, mutilated or destroyed.

6.3 Transfer. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of successions, assignment or authority to transfer, it shall be the duty of the corporation, if it is satisfied that all the provisions of the Articles of Incorporation and these Bylaws regarding transfer of shares and restrictions on such transfers have been complied with, to issue a new certificate and record the transaction upon its books.

6.4 Record Date. The Board of Directors may fix in advance a date not exceeding fifty (50) days nor less than ten (10) days preceding the date of any meeting of stockholders or not less than fifty (50) days before the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or to any such allotment of rights or to exercise the rights in respect of any change, conversion or exchange of capital stock or to give such consent and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournment thereof or receive payment of such dividend or to receive such allotment of rights or to exercise such rights or to give such consent as may be notwithstanding any transfer of stock on the books of the corporation after such record date fixed as aforesaid.

6.5 Registered Owner. The corporation shall be entitled to recognize the person registered on its books as the owner of the shares to be the exclusive owner for all purposes including voting and dividends, and the corporation shall not be bound to recognize any equitable or other claims to or interest in such stock or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Washington.

ARTICLE VII

Miscellaneous

7.1 Reserves. There may be set aside out of any funds of the corporation available for distributions such sum or sums as the Board of Directors from time to time in its absolute discretion may think proper as a reserve or reserves to meet contingencies or for equalizing distributions or for repairing or maintaining any property of the corporation or for the purpose of additional property or for such other purpose as the directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve.

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7.2 Checks, Demands and Notes. All checks, demands for money or notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.3 Fiscal Year. The fiscal year of the corporation shall be fixed by the Board of Directors.

7.4 Corporate Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and the words “Corporate Seal, Washington.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. The failure to adopt or use the seal on any instrument or document shall not affect the validity thereof.

ARTICLE VIII

Indemnification

8.1 As used in this Article:

(a) “Director” means any person who is or was a director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan.

(b) “Corporation” includes any domestic or foreign predecessor entity of the corporation in a merger, consolidation, or other transaction in which the predecessor’s existence ceased upon consummation of such transaction.

(c) “Expenses” includes attorneys’ fees.

(d) “Official capacity” means: (i) When used with respect to a director, the office of director in the corporation, and (ii) when used with respect to a person other than a director as contemplated in subsection (10) of this Article, the elective or appointive office in the corporation held by the officer or the employment or agency relationship undertaken by the employee or agent in behalf of the corporation, including service for any other foreign or domestic corporation or any partnership, joint venture, trust, other enterprise, or employee benefit plan at the request of the corporation.

(e) “Party” includes a person who was, is or is threatened to be, made a named defendant or respondent in a proceeding.

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(f) “Proceeding” means any threatened, pending, or completed action, suit or proceeding whether, civil, criminal, administrative or investigative.

8.2 The corporation shall indemnify any person made a party to any proceeding (other than a proceeding referred to in subsection (3) of this Article) by reason of the fact that he is or was a director against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with such proceeding if:

(a) He conducted himself in good faith, and: (i) In the case of conduct in his own official capacity with the corporation, he reasonably believed his conduct to be at least not opposed to the corporation’s best interests; and

(b) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself be determinative that the person did not meet the requisite standard of conduct set forth in this subsection.

8.3 The corporation shall indemnify any person made a party to any proceeding by or in the right of the corporation by reason of the fact that he is or was a director against reasonable expenses actually incurred by him in connection with such proceeding if he conducted himself in good faith, and:

(a) In the case of conduct in his official capacity with the corporation, he reasonably believed his conduct to be in its best interests; or

(b) In all other cases, he reasonably believed his conduct to be at least not opposed to its best interests; provided that no indemnification shall be made pursuant to this subsection in respect of any proceeding in which such person shall have been adjudged to be liable to the corporation.

8.4 A director shall not be indemnified under subsection 8.2 or 8.3 of this Article in respect of any proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he shall have been adjudged to be liable on the basis that personal benefit was improperly received by him.

8.5 Unless otherwise limited by the Articles of Incorporation, a director who has been wholly successful, on the merits or otherwise, in the defense of any proceeding referred to in subsection 8.2 or 8.3 of this Article shall be indemnified against reasonable expenses incurred by him in connection with the proceeding.

8.6 No indemnification under subsection 8.2 or 8.3 of this Article shall be made by the corporation unless authorized in the specific case after a determination that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in the applicable subsection. Such determination shall be made:

(a) By the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to such proceeding; or

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(b) If such a quorum cannot be obtained, then by a majority vote of a committee of the Board, duly designated to act in the matter by a majority vote of the full Board (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to such proceeding; or

(c) In a written opinion by legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services within the past three years for the corporation or any party to be indemnified, selected by the Board of Directors or a committee thereof by vote as set forth in (a) or (b) of this subsection, or if the requisite quorum of the full Board cannot be obtained therefor and such committee cannot be established, by a majority vote of the full Board (in which selection directors who are parties may participate); or

(d) by the shareholders.

Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by such legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in a manner specified in (c) of this subsection for the selection of such counsel. Shares held by directors who are parties in the proceeding shall not be voted on the subject matter under this subsection.

8.7 Reasonable expenses incurred by a director who is party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of such proceeding:

(a) After a determination, made in the manner specified by subsection 8.6 of this Article, that the information then known to those making the determination (without undertaking further investigation for purposes thereof) does not establish that indemnification would not be permissible under subsection 8.2 or 8.3 of this Article; and

(b) Upon receipt by the corporation of:

(i) A written affirmation by the director of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation as authorized in this Article; and

(ii) A written undertaking by or on behalf of the director to repay such amount if it shall ultimately be determined that he has not met such standard of conduct.

The undertaking required by (b)(ii) of this subsection shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make the repayment. Payments under this subsection may be authorized in the manner specified in subsection 8.6 of this Article.

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8.8 No provision for the corporation to indemnify a director who is made a party to a proceeding, whether contained in the Articles of Incorporation, these Bylaws, a resolution of shareholders or directors, an agreement, or otherwise (except as contemplated by subsection (11) of this Article), shall be valid unless consistent with this Article, or to the extent that indemnity hereunder is limited by the Articles of Incorporation or statute consistent therewith. Nothing contained in this Article shall limit the corporation’s ability to reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent in the proceeding.

8.9 For purposes of this Article: the corporation shall be deemed to have requested a director to serve an employee benefit plan where the performance by him of his duties to the corporation also imposes duties on, or otherwise involves services by him, to the plan or participants or beneficiaries of the plan; excise taxes assessed on a director with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines”; and action taken or omitted by him with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.

8.10 Unless otherwise limited by the Articles of Incorporation:

(a) An officer of the corporation shall be indemnified as and to the extent provided in subsection 8.5 of this Article for a director;

(b) The corporation shall provide Indemnification, including advances of expenses, to an officer, employee, or agent of the corporation to the same extent that it may indemnify directors pursuant to this Article except that subsection 8.12 of this Article shall not apply to any person other than a director; and

(c) The corporation, in addition, shall have the power to indemnify an officer who is not a director, as well as employees and agents of the corporation who are not directors, to such further extent, consistent with law, as may be provided by the Articles of Incorporation, these Bylaws, general or specific action of the Board of Directors, or contract.

8.11 The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

8.12 Any indemnification of a director in accordance with this Article, including any payment or reimbursement of expenses, shall be reported to the shareholders with the notice of the next shareholders’ meeting or prior thereto in a written report containing a brief description of the proceedings involving the director being indemnified and the nature and extent of such indemnification.

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8.13 This Article VIII is intended to authorize the corporation to indemnify officers, directors, employees or agents to the fullest extent permitted now or hereafter by law. In the event of a change in applicable law permitting greater indemnification, the board of directors is authorized to take the appropriate action to cause the corporation to provide such indemnification.

ARTICLE IX

Amendments

9.1 By Shareholders. The Bylaws may be amended by a majority vote of all of the stock issued and outstanding and entitled to vote at any annual or special meeting of the stockholders, provided notice of intention to amend shall have been, contained in the notice of the meeting.

9.2 By Directors. The Board of Directors, by a majority vote of the whole Board at any meeting, may amend these Bylaws including Bylaws adopted by the stockholders. However, the stockholders may amend any bylaw as provided in Section 1 and may from time to time specify particular provisions of the Bylaws which shall not be amended by the Board of Directors.

CERTIFICATE OF ADOPTION

The foregoing were adopted as the Bylaws of the corporation by resolution of the Board of Directors dated July 10, 1986.

/s/ [name illegible]

Secretary

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EX-3.2.38

Exhibit 3.2.38

BY-LAWS

OF

THE BRADENTON HERALD, INC.

ARTICLE I

Shareholders

Section 1 Place of Meetings: Meetings of shareholders for any purpose may be held at such place within or without the State of Florida as may be designated by the Board of Directors.

Section 2 Annual Meeting: The annual meeting of shareholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the company or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting at such time and upon such date during the month of April in each year as the Board of Directors may determine.

Section 3 Special Meetings: Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, the President or by the Board or by a request in writing by persons who hold ten percent (10%) of all shares outstanding and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting.

Section 4 Notice of Meetings: Not less than ten (10) nor more than sixty (60) days before the date fixed for a meeting of shareholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the Secretary or an Assistant Secretary, or any other person or persons required or permitted by law to give such notice. In the case of a special meeting the business to be transacted shall be limited to the purposes stated in the notice. The notice shall be given personally or by mail or by other means of written communications to each shareholder entitled to notice of the meeting who is of record as of the day preceding the day on which notice is given or, if a record date therefore is duly fixed, of record as of such date. If mailed, the notice shall be addressed to the shareholders at the respective addresses as they appear on the records of the Company. Notice of the time, place, and purpose of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filled with or entered upon the records of the meeting.

Section 5 Quorum; Adjournment: The presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the Articles of Incorporation. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the shareholders unless a greater vote is required by law or the Articles of Incorporation. If a quorum shall not be present or represented, those present in person or represented by proxy shall have power to adjourn the meeting, from tine to time, without notice if the time and place to which the meeting is adjourned

are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting in accordance with Section 4 of this Article.

Section 6 Proxies: Any shareholder entitled to vote or express his consent or dissent at a meeting of shareholders may do so in person or may be represented by proxy, appointed by an instrument in writing, signed by the shareholder or by his duty authorized attorney-in-fact.

Section 7 Consent Without a Meeting: Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

Shares

Section 1 Form of Certificates and Signatures: Each holder of shares is entitled to one or more certificates, signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Company, which shall certify the number and class of shares held by him in the Company, no certificate for shares shall be executed or delivered until such shares are fully paid. The signatures of any of said officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or any employee of the corporation. In case any of said officers who signed or whose facsimile signature has been laced upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance.

Section 2 Transfer of Shares: Shares of the Company, shall be transferable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require.

Section 3 Lost, Stolen, or Destroyed Certificates: The Company may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen or destroyed, and the Board may, in its discretion, require the owner, or his legal representatives, to give the Company a bond containing such terms as the Board may require to protect the Company or any person injured by the execution and delivery of a new certificate.

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Section 4 Transfer Agents and Registrars: The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of such transfer agents and registrars, or any of them. The Board shall have the authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Company.

Section 5 Fixing a Record Date: In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. The record date for the purpose of the determination of shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.

ARTICLE III

Board of Directors

Section 1 Authority: Except where the law, the Articles of Incorporation, or these By-laws require action to be authorized or taken by shareholders, all of the authority of the Company shall be exercised by the directors.

Section 2 Number of Qualifications: The number of directors which shall constitute the whole Board shall not be less than three (3), the exact number of which shall be fixed from time to time by a majority vote of the members of the entire Board or by the vote or written assent of the holders of shares at the tine entitled to vote fn the election of directors.

Section 3 Election of Directors; Vacancies: The directors shall be elected at each annual meeting of shareholders or at a special meeting called for the purpose of electing directors. At a meeting of shareholders, at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors, and the candidates receiving the greatest number of votes shall be elected. In the event of the occurrence of any vacancy or vacancies in the Board, including any vacancy created by reason of an increase in the number of directors, the remaining directors, though less than a majority of the whole authorized number of directors, may, by a vote of a majority of their number, fill any such vacancy for the unexpired terms.

Section 4 Term of Office; Resignations: Directors shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier resignation, removal from office, or death. Any director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Company, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 5 Meetings: Immediately after each annual meeting of the shareholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by these By-laws or the Board. Special meetings of the Board may be called by the President or any Vice President or the Secretary or any two directors upon at least two (2) days notice either by personal delivery or by mail, telegram or cablegram before the meeting.

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Section 6 Quorum; Adjournment; A quorum of the Board shall consist of a majority of the directors then in office; provided that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn the meeting to another time and place. Notice of any adjournment to another time or place shall be given to the directors who were not present at the time of adjournment and, unless the time and place of the adjourned meeting are announced, to the other directors. At each meeting of the Board at which a quorum is present, all questions end business shall be determined by a majority vote of those present except as in these By-laws otherwise expressly provided.

Section 7 Appointment of Committees: The Board of Directors, by resolution adopted by a majority of the directors then in office, may appoint such committees, in addition to the Executive Committee, as it may consider proper, and such committees shall exercise such powers and duties as the Board from time to time may prescribe, subject to the Articles of Incorporation, these By-laws and applicable laws.

Section 8 Action Without a Meetings: Any action required by law to be taken at a meeting of the directors of the Company, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the directors, or all members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as s unanimous vote.

Section 9 Contracts: No officer, director or shareholder of the corporation shall be disqualified by his office, membership on the Board of Directors or stock ownership, from dealing or contracting with the corporation as a vendor, purchaser, employee, agent or in any other similar or dissimilar capacity, nor shall any transaction, contract or act of the corporation be void or voidable or in any way affected or invalidated by reason of the fact that any such officer, director or shareholder of the corporation, any firm of which he may be a member or any other corporation of which he may be an officer, director or shareholder is disclosed to or known by the Board of Directors of this corporation or such members thereof as shall be present at any meeting at which action is taken upon any such transaction, contract or act. Neither shall such officer, director or shareholder be accountable or otherwise, responsible to the corporation for or in connection with any such action, contract or act of for any gains or profits realized by him by reason of the fact that he, any firm of which he is a member, or any other corporation of which he is an officer, director or shareholder, is interested in any such transaction, contract or act. Any such officer, director or shareholder, if he is a director, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action upon any such transaction, contract or act and he may vote at such meeting to authorize, adopt, ratify, or approve any such transaction, contract or act to the same extent as if he, any firm of which he is a member or any other corporation of which he is an officer, director or shareholder were not interested in such transaction, contract or act.

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ARTICLE IV

Executive Committee

Section 1 Membership; Appointment: The Board may appoint not less than three (3) directors who together shall constitute the Executive Committee. The directors may appoint one or more directors as alternate members of the Committee, who may take the place of any absent member or members at any meeting of the Committee. Vacancies in the Executive Committee may be filled at any meeting of the Board.

Section 2 Powers; Duties: The Executive committee shall advise with and aid the officers of Company in all matters concerning its interests and the management of the business. When the Board is not in session, the Executive Committee shall have and may exercise all the powers of the Board, so far as may be delegated legally, with reference to the conduct of the business of the Company, except that the Executive Committee shall not take any action with respect to:

(a) Approve or recommend to shareholders actions or proposals required by law to be approved shareholders.

(b) Designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c) Fill vacancies on the Board of Directors or any committee thereof.

(d) Amend the By-laws.

(e) Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors.

(f) Authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board by resolution or by adoption of a stock option or other plan, authorize the Executive Committee to fix the term of any contract for the sale of the share and to fix the terms upon which such shares my be issued or sold, including without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, and voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State under the applicable law.

Section 3 Record of Meetings: The Executive Committee shall appoint its Secretary who shall keep the minutes of the meeting of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for their information.

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ARTICLE V

Officers

Section 1 Election and Designation of Officers: The officers of the Company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion may elect a chairman of the Board of Directors who, when present, shall have such other powers as the Board and these By-laws shall prescribe. There may also be one or more Assistant Secretaries and Assistant Treasurers, as may from time to time be elected by the Board. A person may hold more than one office providing the duties thereof can be consistently performed by the sane person. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 2 Term of Office; Vacancies: The officers of the Company shall hold office until the next organization meeting of the Board and until their successors are elected and qualified, except in case of resignation, death or removal. The Board, without prejudice to the contract rights of such officer, may remove any officer elected or appointed by the Board at any time with or without cause by a majority vote of the members of the Board then in office. Any officer elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer. The Board may fill any vacancy in any Office occurring from whatever reason, may delegate one or more officers any of the duties of any officer or officers and prescribe the duties of any officer.

Section 3 Chairman of the Board - Duties: The Chairman of the Board shall preside at all meetings of the shareholders and of the Board and shall have such duties and powers as may be prescribed for him from time to time by the Board of Directors.

Section 4 President - Duties: The President shall perform the duties of the Chairman of the Board in the event of his absence or disability, or in the event a Chairman has not been designated by the Board, and he shall perform such duties as my be prescribed for him from time to time by the Board of Directors.

Section 5 Vice President - Duties: Each Vice President shall have the power and duties incident to that office and shall have such other duties as may be prescribed from time to tine by the Board of Directors. In case of the absence or disability of the President, or when circumstances prevent the President from acting, a Vice President of the Company shall perform all the duties and possess all the authority of the President, and shall have priority in the performance of such duties and exercise of such authority in the order determined by the Board. Each Vice President may sign and execute on behalf and in the name of the Company bonds, contracts, instruments and documents authorized by the Board.

Section 6 Secretary - Duties: The Secretary shall attend all meetings of the shareholders and of the Board, and record all votes and the minutes of all proceedings in a book provided for the purpose, and, when required, he shall perform like duties for the standing committees, if any, elected or appointed by the Board. The Secretary shall see that proper notice, when required, is given of all

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meetings of the shareholders and of the Board. The Secretary may sign with the Chairman of the Board, the President or any Vice President on behalf and in the name of the Company all contracts and other instruments authorized by the Board. The Secretary may sign or his facsimile signature, with that of the President or one of the Vice Presidents, may be used to sign certificates for shares of the capital stock of the Company. The Secretary shall keep in safe custody the seal of the Company and whenever authorized by the Board, shall attest end affix the seal to any contract or other instrument requiring the same. The Secretary shall keep in safe custody all contracts and such books, records and other papers as the Board may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the office of the Company during business hours, and he shall in general perform all the duties usually incident to the office of Secretary, subject to the control of the Board.

Section 7 Treasurer - Duties: The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Company, and shall have the care and custody of all funds and securities of the Company and deposit such funds in the name of the Company in such bank or banks as the Board may designate. The Treasurer is authorized to sign all checks, drafts, notes, bills of exchange, orders for the payment of money and negotiable instruments of the Company, but no such instrument shall be signed in blank. He shall disburse the funds of the Company as may be ordered by the Board or the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any director, and also, provided the Board or the President so orders, to any shareholder of the Company upon application at the office of the Company by such shareholder during business hours; and he shall give such bonds for the faithful performance of his duties as the Board or the President may determine, and he shall perform such other duties as may be incident to his office.

Section 8 Other Officers - Duties: The Assistant Secretaries and Assistant Treasurers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers.

ARTICLE VI

Compensation

The Board, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of then, shall have authority to fix the compensation of directors and officers for services in any capacity.

ARTICLE VII

Indemnification

The Company shall indemnify all persons whom it may lawfully indemnify, to the full extent permitted by law.

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ARTICLE VIII

Execution of Contracts, Vouchers, and Negotiable Instruments

The Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, contracts, indentures, deeds, conveyances, leases, declarations, communications and other instruments and documents, and the Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, manually or by facsimile signature, checks, drafts, notes, bonds, debentures, bills of exchange and orders for the payment of money. In case any of the officers of the Company who shall have signed, or whose facsimile signature or signatures shall have been used, as aforesaid, upon any such document, instrument or security shall cease to be such officer of the Company before such document, instrument or security, upon due delivery or issuance thereof, shall be valid and effective as though the person or persona who signed or whose facsimile signature or signatures were used upon such document, instrument, or security had not ceased to be such officer of the Company.

ARTICLE IX

Authority to Transfer and Vote Securities

The Chairman of the Board, the President, and each Vice President of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers, and releases with respect thereto, or to cause such action to be taken.

ARTICLE X

Amendments

Except as otherwise provided by law, the By-laws of the Company may be adopted, altered, amended, or repealed by the Board of Directors, provided, however, the shareholders may repeal, alter, or amend By-laws adopted by the Board of Directors, may adopt new By-laws, and may prescribe that any By-laws made by them my not be altered, amended, or repealed by the Board of Directors.

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EX-3.2.39

Exhibit 3.2.39

BYLAWS OF

THE CHARLOTTE OBSERVER PUBLISHING COMPANY

Adopted June 11, 2007

TABLE OF CONTENTS

		Page
ARTICLE I — MEETINGS OF STOCKHOLDERS		1
1.1	Place of Meetings	1
1.2	Annual Meeting	1
1.3	Special Meeting	1
1.4	Notice of Stockholders’ Meetings	2
1.5	Quorum	2
1.6	Adjourned Meeting; Notice	2
1.7	Conduct of Business	2
1.8	Voting	2
1.9	Stockholder Action by Written Consent Without a Meeting	3
1.10	Record Date for Stockholder Notice; Voting; Giving Consents	4
1.11	Proxies	5
1.12	List of Stockholders Entitled to Vote	5
ARTICLE II — DIRECTORS		5
2.1	Powers	5
2.2	Number of Directors	6
2.3	Election, Qualification and Term of Office of Directors	6
2.4	Resignation and Vacancies	6
2.5	Place of Meetings; Meetings by Telephone	7
2.6	Conduct of Business	7
2.7	Regular Meetings	7
2.8	Special Meetings; Notice	7
2.9	Quorum; Voting	8
2.10	Board Action by Written Consent Without a Meeting	8
2.11	Fees and Compensation of Directors	8
2.12	Removal of Directors	8
ARTICLE III — COMMITTEES		9
3.1	Committees of Directors	9
3.2	Committee Minutes	9
3.3	Meetings and Actions of Committees	9
3.4	Subcommittees	10
ARTICLE IV — OFFICERS		10
4.1	Officers	10
4.2	Appointment of Officers	10
4.3	Subordinate Officers	10
4.4	Removal and Resignation of Officers	10
4.5	Vacancies in Offices	10

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4.6	Representation of Shares of Other Corporations	11
4.7	Authority and Duties of Officers	11
ARTICLE V — INDEMNIFICATION		11
5.1	Indemnification of Directors and Officers in Third Party Proceedings	11
5.2	Indemnification of Directors and Officers in Actions by or in the Right of the Company	11
5.3	Successful Defense	12
5.4	Indemnification of Others	12
5.5	Advanced Payment of Expenses	12
5.6	Limitation on Indemnification and Advancement of Expenses	12
5.7	Determination; Claim	13
5.8	Non-Exclusivity of Rights	13
5.9	Insurance	13
5.10	Survival	13
5.11	Effect of Repeal or Modification	14
5.12	Certain Definitions	14
ARTICLE VI — STOCK		14
6.1	Stock Certificates; Partly Paid Shares	14
6.2	Special Designation on Certificates	15
6.3	Lost Certificates	15
6.4	Dividends	15
6.5	Stock Transfer Agreements	15
6.6	Registered Stockholders	15
6.7	Transfers	16
ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER		16
7.1	Notice of Stockholder Meetings	16
7.2	Notice by Electronic Transmission	16
7.3	Notice to Stockholders Sharing an Address	17
7.4	Notice to Person with Whom Communication is Unlawful	17
7.5	Waiver of Notice	17
ARTICLE VIII — GENERAL MATTERS		18
8.1	Fiscal Year	18
8.2	Seal	18
8.3	Annual Report	18
8.4	Construction; Definitions	18
ARTICLE IX — AMENDMENTS		18

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BYLAWS

ARTICLE I — MEETINGS OF STOCKHOLDERS

1.1 Place of Meetings. Meetings of stockholders of The Charlotte Observer Publishing Company (the “Company”) shall be held at any place, within or outside the State of Delaware, determined by the Company’s board of directors (the “Board”). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Company’s principal executive office.

1.2 Annual Meeting. An annual meeting of stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual meeting. The Company shall not be required to hold an annual meeting of stockholders, provided that (i) the stockholders are permitted to act by written consent under the Company’s certificate of incorporation and these bylaws, (ii) the stockholders take action by written consent to elect directors and (iii) the stockholders unanimously consent to such action or, if such consent is less than unanimous, all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

1.3 Special Meeting. A special meeting of the stockholders may be called at any time by the Board, Chairperson of the Board, Chief Executive Officer or President (in the absence of a Chief Executive Officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If any person(s) other than the Board calls a special meeting, the request shall:

(i) be in writing;

(ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and

(iii) be delivered personally or sent by registered mail or by facsimile transmission to the Chairperson of the Board, the Chief Executive Officer, the President (in the absence of a Chief Executive Officer) or the Secretary of the Company.

The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

1.4 Notice of Stockholders’ Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

1.5 Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in section 1.6, until a quorum is present or represented.

1.6 Adjourned Meeting; Notice. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

1.7 Conduct of Business. Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoing persons by the President, or in the absence of the foregoing persons by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

1.8 Voting. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of section 1.10 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

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Except as may be otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

1.9 Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

An electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission.

In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records.

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Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

1.10 Record Date for Stockholder Notice; Voting; Giving Consents. In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date:

(i) in the case of determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;

(ii) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board; and

(iii) in the case of determination of stockholders for any other action, shall not be more than 60 days prior to such other action.

If no record date is fixed by the Board:

(i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and

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(iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided that the Board may fix a new record date for the adjourned meeting.

1.11 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

1.12 List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger of the Company shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Company shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Company’s principal place of business. In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

ARTICLE II — DIRECTORS

2.1 Powers. The business and affairs of the Company shall be managed by or under the direction of the Board, except as may be otherwise provided in the DGCL or the certificate of incorporation.

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2.2 Number of Directors. The Board shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

2.3 Election, Qualification and Term of Office of Directors. Except as provided in section 2.4 of these bylaws, and subject to sections 1.2 and 1.9 of these bylaws, directors shall be elected at each annual meeting of stockholders. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

2.4 Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws:

(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the Company should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

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If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.5 Place of Meetings; Meetings by Telephone. The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

2.6 Conduct of Business. Meetings of the Board shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

2.7 Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

2.8 Special Meetings; Notice. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or any two directors.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Company’s records.

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If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Company’s principal executive office) nor the purpose of the meeting.

2.9 Quorum; Voting. At all meetings of the Board, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

2.10 Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.11 Fees and Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.

2.12 Removal of Directors. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

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No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE III — COMMITTEES

3.1 Committees of Directors. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Company.

3.2 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

3.3 Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) section 2.5 (Place of Meetings; Meetings by Telephone);

(ii) section 2.7 (Regular Meetings);

(iii) section 2.8 (Special Meetings; Notice);

(iv) section 2.9 (Quorum; Voting);

(v) section 2.10 (Board Action by Written Consent Without a Meeting); and

(vi) section 7.5 (Waiver of Notice)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

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(ii) special meetings of committees may also be called by resolution of the Board; and

(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

3.4 Subcommittees. Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE IV — OFFICERS

4.1 Officers. The officers of the Company shall be a President and a Secretary. The Company may also have, at the discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

4.2 Appointment of Officers. The Board shall appoint the officers of the Company, except such officers as may be appointed in accordance with the provisions of section 4.3 of these bylaws.

4.3 Subordinate Officers. The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

4.4 Removal and Resignation of Officers. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

4.5 Vacancies in Offices. Any vacancy occurring in any office of the Company shall be filled by the Board or as provided in section 4.3.

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4.6 Representation of Shares of Other Corporations. Unless otherwise directed by the Board, the President or any other person authorized by the Board or the President is authorized to vote, represent and exercise on behalf of the Company all rights incident to any and all shares of any other corporation or corporations standing in the name of the Company. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

4.7 Authority and Duties of Officers. Except as otherwise provided in these bylaws, the officers of the Company shall have such powers and duties in the management of the Company as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

ARTICLE V — INDEMNIFICATION

5.1 Indemnification of Directors and Officers in Third Party Proceedings. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

5.2 Indemnification of Directors and Officers in Actions by or in the Right of the Company. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to

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be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

5.3 Successful Defense. To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in section 5.1 or section 5.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

5.4 Indemnification of Others. Subject to the other provisions of this Article V, the Company shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL or other applicable law. The Board shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

5.5 Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Company in defending any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article V or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate.

[Notwithstanding the foregoing, unless otherwise determined pursuant to section 5.8, no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company, in which event this paragraph shall not apply) in any Proceeding if a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, that facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company.]

5.6 Limitation on Indemnification and Advancement of Expenses. Subject to the requirements in section 5.3 and the DGCL, the Company shall not be required to provide indemnification or, with respect to clauses (i), (iii) and (iv) below, advance expenses to any person pursuant to this Article V:

(i) in connection with any Proceeding (or part thereof) initiated by such person except (i) as otherwise required by law, (ii) in specific cases if the Proceeding was authorized by the Board, or (iii) as is required to be made under section 5.7;

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(ii) in connection with any Proceeding (or part thereof) against such person providing for an accounting or disgorgement of profits pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutory law or common law;

(iii) for amounts for which payment has actually been made to or on behalf of such person under any statute, insurance policy or indemnity provision, except with respect to any excess beyond the amount paid; or

(iv) if prohibited by applicable law.

5.7 Determination; Claim. If a claim for indemnification or advancement of expenses under this Article V is not paid in full within 60 days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such suit, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or advancement of expenses under applicable law.

5.8 Non-Exclusivity of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Company is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

5.9 Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the DGCL.

5.10 Survival. The rights to indemnification and advancement of expenses conferred by this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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5.11 Effect of Repeal or Modification. Any repeal or modification of this Article V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

5.12 Certain Definitions. For purposes of this Article V, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article V.

ARTICLE VI — STOCK

6.1 Stock Certificates; Partly Paid Shares. The shares of the Company shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Company by the Chairperson of the Board or Vice-Chairperson of the Board, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Company shall not have power to issue a certificate in bearer form.

The Company may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Company in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

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6.2 Special Designation on Certificates. If the Company is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Company shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issue to represent such class or series of stock a statement that the Company will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

6.3 Lost Certificates. Except as provided in this section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Company and cancelled at the same time. The Company may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4 Dividends. The Board, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the Company’s capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock, subject to the provisions of the certificate of incorporation.

The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

6.5 Stock Transfer Agreements. The Company shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

6.6 Registered Stockholders. The Company:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

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(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

6.7 Transfers. Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and upon the surrender of a certificate or certificates for a like number of shares, properly endorsed.

ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER

7.1 Notice of Stockholder Meetings. Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the Company’s records. An affidavit of the Secretary or an Assistant Secretary of the Company or of the transfer agent or other agent of the Company that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2 Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the Company under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any such consent shall be deemed revoked if:

(i) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent; and

(ii) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

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(iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

7.3 Notice to Stockholders Sharing an Address. Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Company under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any stockholder who fails to object in writing to the Company, within 60 days of having been given written notice by the Company of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

7.4 Notice to Person with Whom Communication is Unlawful. Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Company is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

7.5 Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to

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notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VIII — GENERAL MATTERS

8.1 Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the Board.

8.2 Seal. The Company may adopt a corporate seal, which shall be in such form as may be approved from time to time by the Board. The Company may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

8.3 Annual Report. The Company shall cause an annual report to be sent to the stockholders of the Company to the extent required by applicable law. If and so long as there are fewer than 100 holders of record of the Company’s shares, the requirement of sending an annual report to the stockholders of the Company is expressly waived (to the extent permitted under applicable law).

8.4 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX — AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the Company may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the Board.

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THE CHARLOTTE OBSERVER PUBLISHING COMPANY

CERTIFICATE OF AMENDMENT OF BYLAWS

The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary or Assistant Secretary of The Charlotte Observer Publishing Company, a Delaware corporation (the “Company”), and that the foregoing bylaws, comprising twenty (20) pages, were amended and restated on June 11, 2007, by the Company’s board of directors.

The undersigned has executed this certificate as of June 11, 2007.

By:	/s/    Karole Morgan-Prager
Name:	Karole Morgan-Prager
Title:	Secretary

EX-3.2.40

Exhibit 3.2.40

AMENDED AND RESTATED BY-LAWS

OF

THE NEWS AND OBSERVER PUBLISHING COMPANY

(As Adopted August 1, 1995)

ARTICLE I

The Board of Directors

Section 1.1: Authority of the Board. The business and affairs of The News and Observer Publishing Company (herein called the “Company”) shall be managed by or under the direction of the Board of Directors (the “Board”) or, if authorized by the Board, by or under the direction of one or more committees thereof. Except as otherwise provided by law, the Company’s Amended and Restated Articles of Incorporation or these By-Laws, the Board or such committee, the Board or any committee thereof may act by unanimous written consent or, at an authorized meeting at which a quorum is present, by the vote of the majority of the Directors present at the meeting.

Section 1.2: Number of Directors; Vacancies. The authorized number of Directors who shall constitute the Board shall be fixed from time to time by resolution of the Board approved by at least a majority of the Directors then in office, provided that no such resolution other than a resolution to take effect as of the next election of Directors by the shareholders shall have the effect of reducing the authorized number of Directors to less than the number of Directors in office as of the effective time of the resolution.

Whenever there are fewer Directors in office than the authorized number of Directors, the Board may, by resolution approved by a majority of the Directors then in office, choose one or more additional Directors, each of whom shall hold office until the next annual meeting of shareholders and his successor is duly elected.

Section 1.3: Authorized Meetings of the Board. The Board shall have authority to hold annual, regular and special meetings. The annual meeting of the Board shall be held immediately following the annual meeting of the shareholders at such place as may be determined by resolution of the Board. Regular meetings of the Board may be held at such times and places as may be determined from time to time by resolution of the Board. Special meetings of the Board may be held at such times and places as may be called by the Chairman of the Board or by at least two members of the Board. A special meeting of the Board shall be an authorized meeting only if the Directors receive reasonable notice of the time and place of the meeting; provided, however, that one day’s notice shall be conclusively reasonable.

The Chairman of the Board shall preside over all Board meetings. If the Chairman of the Board is absent, a chairman chosen at the meeting shall preside over the meeting.

At all meetings of the Board, a majority of the Directors then in office shall constitute a quorum. If any meeting of the Board shall lack a quorum, a majority of the Directors present may adjourn the meeting from time to time, without notice, until a quorum is obtained.

Section 1.4: Committees. The Board may by resolution establish committees of the Board with various powers, duties and rules of procedure. Unless the Board otherwise provides, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these By-Laws. Any such committee shall have a secretary and report its actions to the Board.

ARTICLE II

Officers

Section 2.1: Designated Officers. The officers of the Company shall be elected by, and serve at the pleasure of, the Board and shall consist of a Chairman of the Board, a President and a Secretary, and such other officers, including, without limitation, a Publisher, a Treasurer, a Controller, one or more Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers as the Board may determine as appropriate.

Section 2.2: Chairman of the Board. The Chairman of the Board shall preside at meetings of the Board and shall have such other powers and perform such other duties as may from time to time be granted or assigned to him by the Board.

Section 2.3: President. The President shall be the chief executive officer of the Company. In managing its operations, he shall report as appropriate to the Board and shall be subject to the instructions given to him by the Board. He shall have such other powers and perform such other duties as may from time to time be granted or assigned to him by the Board.

Section 2.4: Publisher. The Publisher shall have such powers and perform such duties as may from time to time be granted or assigned to him by the Board.

Section 2.5: Vice Presidents. In the absence of the Chairman of the Board, the Publisher or the President, or in their inability or refusal to act, the Vice Presidents in the order designated by the Board shall act in their place. The Vice Presidents shall also have such other powers and perform such other duties as may from time to time be granted or assigned to them by the Board.

Section 2.6: Treasurer. The Treasurer shall be the chief financial officer of the Company. He shall have custody of the Company’s funds and deposit and pay out such funds in accordance with the direction of the Board. The Treasurer shall also have such other powers and perform such other duties as may from time to time be granted or assigned to him by the Board.

Section 2.7: Assistant Treasurers. The Assistant Treasurers shall assist the Treasurer in the performance of his duties and shall have such other powers and perform such other duties as may from time to time be granted or assigned to them by the Board.

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Section 2.8: Secretary. The Secretary shall keep full and complete records of the proceedings of the Board, its committees, and the meetings of the shareholders; keep the seal of the Company and affix it to all instruments which may require it; have custody of and maintain the Company’s shareholder records. The Secretary shall also have such other powers and perform such other duties as may from time to time be granted or assigned to him by the Board.

Section 2.9: Assistant Secretaries. The Assistant Secretaries shall assist the Secretary in the performance of his duties, and shall have such other powers and perform such other duties as may from time to time be granted or assigned to them by the Board.

Section 2.10: Other Officers. Any other elected officer shall have such powers and perform such duties as may from time to time be granted or assigned to him by the Board.

Section 2.11: Powers of Attorney. Whenever an applicable statute, decree, rule or regulation requires a document to be subscribed by a particular officer of the Company, such document may be signed on behalf of such officer by a duly appointed attorney-in-fact, except as otherwise directed by the Board.

ARTICLE III

Offices

The Company shall have offices at 215 S. McDowell Street, Raleigh, North Carolina and at 2100 “Q” Street, Sacramento, California, and shall also have offices at such other places as the Board may from time to time determine.

ARTICLE IV

Meetings of Shareholders

Section 4.1: Annual Meetings of Shareholders. An annual meeting of shareholders to elect directors and transact such other business as may properly be presented to the meeting shall be held at the date, hour and place as the Board may from time to time fix.

Section 4.2: Special Meetings of Shareholders. Special meetings of the shareholders for any purpose or purposes, unless prohibited by law, may be called by the Board. Notice of a special meeting of shareholders shall state the purpose or purposes of the meeting, and no other business other than that stated in the notice shall be considered or transacted without the unanimous consent of all shareholders entitled to vote.

Section 4.3: Notices of Meetings. Written notice of all meetings of the shareholders stating the place, date and hour of the meeting, shall be mailed, postage prepaid, not less than ten nor more than sixty days before such meeting to each shareholder entitled to notice of, or to vote at, any meeting of shareholders at the address of such shareholder as it appears on the records of the Company.

Section 4.4: Conduct of Meetings. The Chairman of the Board, or such other officer as may preside at any meeting of the shareholders, shall have authority to establish, from time to time, such rules for the conduct of such meeting, and to take such action, as may in his judgment be necessary or proper for the conduct of the meeting and in the best interests of the Company and the shareholders in attendance in person or by proxy.

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Section 4.5: Quorum for Action by Shareholders; Voting. At all elections or votes for any purpose, there must be represented a number of shares sufficient to constitute a majority of the outstanding voting power of the Common Stock.

Section 4.6: Adjournments. Any meeting of shareholders may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the reconvened meeting the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each shareholder of record entitled to vote at the meeting.

ARTICLE V

Corporate Seal

The seal of the Company shall have inscribed thereon the name of the Company, the year of its incorporation, and the words “Corporate Seal, North Carolina.”

ARTICLE VI

Amendments

These By-Laws may be amended or repealed, and new by-laws adopted, by the Board; but the shareholders may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

CERTIFICATION OF ADOPTION

The foregoing were adopted as the Amended and Restated By-Laws of the Corporation by resolution of the Board of Directors dated August 1, 1995.

/s/    Karole Morgan-Prager

Karole Morgan-Prager, Secretary

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EX-3.2.41

Exhibit 3.2.41

AMENDED AND RESTATED BY-LAWS

OF

THE STATE PUBLISHING COMPANY

ARTICLE I

SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS. Meetings of shareholders for any purpose may be held at such place within or without the State of South Carolina as may be designated by the Board of Directors.

SECTION 2. ANNUAL MEETING. The annual meeting of shareholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the company or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting at such time and upon such date during the month of April in each year as the Board of Directors may determine.

SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, the President or by the Board or by a request in writing by persons who hold ten percent (10%) of all shares outstanding and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting.

SECTION 4. NOTICE OF MEETINGS. Not less than ten (10) nor more than sixty (60) days before the date fixed for a meeting of shareholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the Secretary or an Assistant Secretary, or any other person or persons required or permitted by law to give such notice. In the case of a special meeting the business to be transacted shall be limited to the purposes stated in the notice. The notice shall be given personally or by mail or by other means of written communications to each shareholder entitled to notice of the meeting who is of record as of the day preceding the day on which notice is given or, if a record date therefore is duly fixed, of record as of such date. If mailed, the notice shall be addressed to the shareholders at the respective addresses as they appear on the records of the Company. Notice of the time, place, and purpose of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filled with or entered upon the records of the meeting.

SECTION 5. QUORUM; ADJOURNMENT. The presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the Articles of Incorporation. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the shareholders unless a greater vote is required by law or the Articles of Incorporation. If a quorum shall not be present or represented, those present in person or represented by proxy shall have power to adjourn the meeting, from time to time, without notice if the time and place to which the meeting

is adjourned are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting in accordance with Section 4 of this Article.

SECTION 6. PROXIES. Any shareholder entitled to vote or express his consent or dissent at a meeting of shareholders may do so in person or may be represented by proxy, appointed by an instrument in writing, signed by the shareholder or by his duly authorized attorney-in-fact.

SECTION 7. CONSENT WITHOUT A MEETING. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

SHARES

SECTION 1. FORM OF CERTIFICATES AND SIGNATURES. Each holder of shares is entitled to one or more certificates, signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Company, which shall certify the number and class of shares held by him in the Company, no certificate for shares shall be executed or delivered until such shares are fully paid. The signatures of any of said officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or any employee of the corporation. In case any of said officers who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance.

SECTION 2. TRANSFER OF SHARES. Shares of the Company, shall be transferable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require.

SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Company may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen or destroyed, and the Board may, in its discretion, require the owner, or his legal representatives, to give the Company a bond containing such terms as the Board may require to protect the Company or any person injured by the execution and delivery of a new certificate.

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SECTION 4. TRANSFER AGENTS AND REGISTRARS. The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of such transfer agents and registrars, or any of them. The Board shall have the authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Company.

SECTION 5. FIXING A RECORD DATE. In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. The record date for the purpose of the determination of shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. AUTHORITY. Except where the law, the Articles of Incorporation, or these By-laws require action to be authorized or taken by shareholders, all of the authority of the Company shall be exercised by the directors.

SECTION 2. NUMBER OF DIRECTORS; QUALIFICATIONS. The number of directors which shall constitute the whole Board shall not be less than three (3), the exact number of which shall be fixed from time to time by a majority vote of the members of the entire Board or by the vote or written assent of the holders of shares at the time entitled to vote in the election of directors.

SECTION 3. ELECTION OF DIRECTORS; VACANCIES. The directors shall be elected at each annual meeting of shareholders or at a special meeting called for the purpose of electing directors. At a meeting of shareholders, at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors, and the candidates receiving the greatest number of votes shall be elected. In the event of the occurrence of any vacancy or vacancies in the Board, including any vacancy created by reason of an increase in the number of directors, the remaining directors, though less than a majority of the whole authorized number of directors, may, by a vote of a majority of their number, fill any such vacancy for the unexpired terms.

SECTION 4. TERM OF OFFICE, RESIGNATIONS. Directors shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier resignation, removal from office, or death. Any director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Company, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

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SECTION 5. MEETINGS. Immediately after each annual meeting of the shareholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by these By-laws or the Board. Special meetings of the Board may be called by the President or any Vice President or the Secretary or any two directors upon at least two (2) days notice either by personal delivery or by mail, telegram or cablegram before the meeting.

SECTION 6. QUORUM; ADJOURNMENT. A quorum of the Board shall consist of a majority of the directors then in office; provided that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn the meeting to another time and place. Notice of any adjournment to another time or place shall be given to the directors who were not present at the time of adjournment and, unless the time and place of the adjourned meeting are announced, to the other directors. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these By-laws otherwise expressly provided.

SECTION 7. APPOINTMENT OF COMMITTEES. The Board of Directors, by resolution adopted by a majority of the directors then in office, may appoint such committees, in addition to the Executive Committee, as it may consider proper, and such committees shall exercise such powers and duties as the Board from time to time may prescribe, subject to the Articles of Incorporation, these By-laws and applicable laws.

SECTION 8. ACTION WITHOUT A MEETING. Any action required by law to be taken at a meeting of the directors of the Company, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the directors, or all members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

SECTION 9. CONTRACTS. No officer, director or shareholder of the corporation shall be disqualified by his office, membership on the Board of Directors or stock ownership, from dealing or contracting with the corporation as a vendor, purchaser, employee, agent or in any other similar or dissimilar capacity, nor shall any transaction, contract or act of the corporation be void or voidable or in any way affected or invalidated by reason of the fact that any such officer, director or shareholder of the corporation, any firm of which he may be a member or any other corporation of which he may be an officer, director or shareholder is disclosed to or known by the Board of Directors of this corporation or such members thereof as shall be present at any meeting at which action is taken upon any such transaction, contract or act. Neither shall such officer, director or shareholder be accountable or otherwise, responsible to the corporation for or in connection with any such action, contract or act of for any gains or profits realized by him by reason of the fact that he, any firm of which he is a member, or any other corporation of which he is an officer, director or shareholder, is interested in any such transaction, contract or act. Any such officer, director or shareholder, if he is a director, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action upon any such transaction, contract or act and he may vote at such meeting to authorize, adopt, ratify, or approve any such transaction, contract or act to the same extent as if he, any firm of which he is a member or any other corporation of which he is an officer, director or shareholder were not interested in such transaction, contract or act.

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ARTICLE IV

EXECUTIVE COMMITTEE

SECTION 1. MEMBERSHIP; APPOINTMENT. The Board may appoint not less than three (3) directors who together shall constitute the Executive Committee. The directors may appoint one or more directors as alternate members of the Committee, who may take the place of any absent member or members at any meeting of the Committee. Vacancies in the Executive Committee may be filled at any meeting of the Board.

SECTION 2. POWERS; DUTIES. The Executive committee shall advise with and aid the officers of the Company in all matters concerning its interests and the management of the business. When the Board is not in session, the Executive Committee shall have and may exercise all the powers of the Board, so far as may be delegated legally, with reference to the conduct of the business of the Company, except that the Executive Committee shall not take any action with respect to:

(a) Approve or recommend to shareholders actions or proposals required by law to be approved by shareholders.

(b) Designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c) Fill vacancies on the Board of Directors or any committee thereof.

(d) Amend the By-laws.

(e) Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors.

(f) Authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board by resolution or by adoption of a stock option or other plan, authorize the Executive Committee to fix the terms of any contract for the sale of the share and to fix the terms upon which such shares may be issued or sold. Including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, and voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State under the applicable law.

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SECTION 3. RECORD OF MEETINGS. The Executive Committee shall appoint its Secretary who shall keep the minutes of the meeting of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for their information.

ARTICLE V

OFFICERS

SECTION 1. ELECTION AND DESIGNATION OF OFFICERS. The officers of the Company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion may elect a chairman of the Board of Directors who, when present, shall have such other powers as the Board and these By-laws shall prescribe. There may also be one or more Assistant Secretaries and Assistant Treasurers, as may from time to time be elected by the Board. A person may hold more than one office providing the duties thereof can be consistently performed by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

SECTION 2. TERM OF OFFICE; VACANCIES. The officers of the Company shall hold office until the next organization meeting of the Board and until their successors are elected and qualified, except in case of resignation, death or removal. The Board, without prejudice to the contract rights of such officer, may remove any officer elected or appointed by the Board at any time with or without cause by a majority vote of the members of the Board then in office. Any officer elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer. The Board may fill any vacancy in any office occurring from whatever reason, may delegate one or more officers any of the duties of any officer or officers and prescribe the duties of any officer.

SECTION 3. CHAIRMAN OF THE BOARD - DUTIES. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board and shall have such duties and powers as may be prescribed for him from time to time by the Board of Directors.

SECTION 4. PRESIDENT - DUTIES. The President shall perform the duties of the Chairman of the Board in the event of his absence or disability, or in the event a Chairman has not been designated by the Board, and he shall perform such duties as may be prescribed for him from time to time by the Board of Directors.

SECTION 5. VICE PRESIDENT - DUTIES. Each Vice President shall have the power and duties incident to that office and shall have such other duties as may be prescribed from time to time by the Board of Directors. In case of the absence or disability of the President, or when circumstances prevent the President from acting, a Vice President of the Company shall perform all the duties and possess all the authority of the President, and shall have priority in the performance of such duties and exercise of such authority in the order determined by the Board. Each Vice President may sign and execute on behalf and in the name of the Company bonds, contracts, instruments and documents authorized by the Board.

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SECTION 6. SECRETARY - DUTIES. The Secretary shall attend all meetings of the shareholders and of the Board, and record all votes and the minutes of all proceedings in a book provided for the purpose, and, when required, he shall perform like duties for the standing committees, if any, elected or appointed by the Board. The Secretary shall see that proper notice, when required, is given of all meetings of the shareholders and of the Board. The Secretary may sign with the Chairman of the Board, the President or any Vice President on behalf and in the name of the Company all contracts and other instruments authorized by the Board. The Secretary may sign or his facsimile signature, with that of the President or one of the Vice Presidents, may be used to sign certificates for shares of the capital stock of the Company. The Secretary shall keep in safe custody the seal of the Company and whenever authorized by the Board, shall attest and affix the seal to any contract or other instrument requiring the same. The Secretary shall keep in safe custody all contracts and such books, records and other papers as the Board may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the office of the Company during business hours, and he shall in general perform all the duties usually incident to the office of Secretary, subject to the control of the Board.

SECTION 7. TREASURER - DUTIES. The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Company, and shall have the care and custody of all funds and securities of the Company and deposit such funds in the name of the Company in such bank or banks as the Board may designate. The Treasurer is authorized to sign all checks, drafts, notes, bills of exchange, orders for the payment of money and negotiable instruments of the Company, but no such instrument shall be signed in blank. He shall disburse the funds of the Company as may be ordered by the Board or the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any director, and also, provided the Board or the President so orders, to any shareholder of the Company upon application at the office of the Company by such shareholder during business hours; and he shall give such bonds for the faithful performance of his duties as the Board or the President may determine, and he shall perform such other duties as may be incident to his office.

SECTION 8. OTHER OFFICERS - DUTIES. The Assistant Secretaries and Assistant Treasurers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers.

ARTICLE VI

COMPENSATION

The Board, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, shall have authority to fix the compensation of directors and officers for services in any capacity.

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ARTICLE VII

INDEMNIFICATION

The Company shall indemnify all persons whom it may lawfully indemnify, to the full extent permitted by law.

ARTICLE VIII

EXECUTION OF CONTRACTS,

VOUCHERS, AND NEGOTIABLE INSTRUMENTS

The Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, contracts, indentures, deeds, conveyances, leases, declarations, communications and other instruments and documents, and the Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, manually or by facsimile signature, checks, drafts, notes, bonds, debentures, bills of exchange and orders for the payment of money. In case any of the officers of the Company who shall have signed, or whose facsimile signature or signatures shall have been used, as aforesaid, upon any such document, instrument or security shall cease to be such officer of the Company before such document, instrument or security, upon due delivery or issuance thereof, shall be valid and effective as though the person or persons who signed or whose facsimile signature or signatures were used upon such document, instrument, or security had not ceased to be such officer of the Company.

ARTICLE IX

AUTHORITY TO TRANSFER AND VOTE SECURITIES

The Chairman of the Board, the President, and each Vice President of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers, and releases with respect thereto, or to cause such action to be taken.

ARTICLE X

AMENDMENTS

Except as otherwise provided by law, the By-laws of the Company may be adopted, altered, amended, or repealed by the Board of Directors, provided, however, the shareholders may repeal, alter, or amend By-laws adopted by the Board of Directors, may adopt new By-laws, and may prescribe that any By-laws made by them may not be altered, amended, or repealed by the Board of Directors.

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EX-3.2.42

Exhibit 3.2.42

BY-LAWS

OF

SUN PUBLISHING COMPANY, INC.

ARTICLE I

Shareholders

Section 1 – Place of Meetings: Meetings of shareholders for any purpose may be held at such place within or without the State of South Carolina as may be designated by the Board of Directors.

Section 2 – Annual Meeting: The annual meeting of shareholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the company or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting at such time and upon such date during the month of April in each year as the Board of Directors may determine.

Section 3 – Special Meetings: Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, the President or by the Board or by a request in writing by persons who hold ten percent (10%) of all shares outstanding and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting.

Section 4 – Notice of Meetings: Not less than ten (10) nor more than sixty (60) days before the date fixed for a meeting of shareholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the Secretary or an Assistant Secretary, or any other person or persons required or permitted by law to give such notice. In the case of a special meeting the business to be transacted shall be limited to the purposes stated in the notice. The notice shall be given personally or by mail or by other means of written communications to each shareholder entitled to notice of the meeting who is of record as of the day preceding the day on which notice is given or, if a record date therefore is duly fixed, of record as of such date. If mailed, the notice shall be addressed to the shareholders at the respective addresses as they appear on the records of the Company. Notice of the time, place, and purpose of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filled with or entered upon the records of the meeting.

Section 5 – Quorum; Adjournment: The presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the Articles of Incorporation. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the shareholders unless a greater vote is required by law or the Articles of Incorporation. If a quorum shall not be present or represented, those present in person or represented by proxy shall have power to adjourn the meeting, from time to time, without notice if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At such adjourned

meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting in accordance with Section 4 of this Article.

Section 6 – Proxies: Any shareholder entitled to vote or express his consent or dissent at a meeting of shareholders may do so in person or may be represented by proxy, appointed by an instrument in writing, signed by the shareholder or by his duly authorized attorney-in-fact.

Section 7 – Consent Without a Meeting: Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

Shares

Section 1 – Form of Certificates and Signatures: Each holder of shares is entitled to one or more certificates, signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Company, which shall certify the number and class of shares held by him in the Company, no certificate for shares shall be executed or delivered until such shares are fully paid. The signatures of any of said officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or any employee of the corporation. In case any of said officers who signed or whose facsimile signature has been laced upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance.

Section 2 – Transfer of Shares: Shares of the Company, shall be transferable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require.

Section 3 – Lost, Stolen, or Destroyed Certificates: The Company may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen or destroyed, and the Board may, in its discretion, require the owner, or his legal representatives, to give the Company a bond containing such term as the Board may require to protect the Company or any person injured by the execution and delivery of a new certificate.

Section 4 – Transfer Agents and Registrars: The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of such transfer agents and registrars, or any of them. The Board shall have the authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Company.

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Section 5 – Fixing a Record Date: In order that the Company may determine the shareholders entitled to notice of or to vote at any meeting or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. The record date for the purpose of the determination of shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.

ARTICLE III

Board of Directors

Section 1 – Authority: Except where the law, the Articles of Incorporation, or these By-laws require action to be authorized or taken by shareholders, all of the authority of the Company shall be exercised by the directors.

Section 2 – Number of; Qualifications: The number of directors which shall constitute the whole Board shall not be less than three (3), the exact number of which shall be fixed from time to time by a majority vote of the members of the entire Board or by the vote or written assent of the holders of shares at the time entitled to vote in the election of directors.

Section 3 – Election of Directors; Vacancies: The directors shall be elected at each annual meeting of shareholders or at a special meeting called for the purpose of electing directors. At a meeting of shareholders, at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors, and the candidates receiving the greatest number of votes shall be elected. In the event of the occurrence of any vacancy or vacancies in the Board, including any vacancy created by reason of an increase in the number of directors, the remaining directors, though less than a majority of the whole authorized number of directors, may, by a vote of a majority of their number, fill any such vacancy for the unexpired terms.

Section 4 – Term of Office, Resignations: Directors shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier resignation, removal from office, or death. Any director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Company, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 5 – Meetings: Immediately after each annual meeting of the shareholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by these By-laws or the Board. Special meetings of the Board may be called by the President or any Vice President or the Secretary or any two directors upon at least two (2) days notice either by personal delivery or by mail, telegram or cablegram before the meeting.

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Section 6 – Quorum; Adjournment: A quorum of the Board shall consist of a majority of the directors then in office; provided that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn the meeting to another time and place. Notice of any adjournment to another time or place shall be given to the directors who were not present at the time of adjournment and, unless the time and place of the adjourned meeting are announced, to the other directors. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these By-laws otherwise expressly provided.

Section 7 – Appointment of Committees: The Board of Directors, by resolution adopted by a majority of the directors then in office, may appoint such committees, in addition to the Executive Committee, as it may consider proper, and such committees shall exercise such powers and duties as the Board from time to time may prescribe, subject to the Articles of Incorporation, these By-laws and applicable laws.

Section 8 – Action Without a Meeting: Any action required by law to be taken at a meeting of the directors of the Company, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the directors, or all members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

Section 9 – Contracts: No officer, director or shareholder of the corporation shall be disqualified by his office, membership on the Board of Directors or stock ownership, from dealing or contracting with the corporation as a vendor, purchaser, employee, agent or in any other similar or dissimilar capacity, nor shall any transaction, contract or act of the corporation be void or voidable or in any way affected or invalidated by reason of the fact that any such officer, director or shareholder of the corporation, any firm of which he may be a member or any other corporation of which he may be an officer, director or shareholder is disclosed to or known by the Board of Directors of this corporation or such members thereof as shall be present at any meeting at which action is taken upon any such transaction, contract or act. Neither shall such officer, director or shareholder be accountable or otherwise, responsible to the corporation for or in connection with any such action, contract or act of for any gains or profits realized by him by reason of the fact that he, any firm of which he is a member, or any other corporation of which he is an officer, director or shareholder, is interested in any such transaction, contract or act. Any such officer, director or shareholder, if he is a director, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action upon any such transaction, contract or act and he may vote at such meeting to authorize, adopt, ratify, or approve any such transaction, contract or act to the same extent as if he, any firm of which he is a member or any other corporation of which he is an officer, director or shareholder were not interested in such transaction, contract or act.

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ARTICLE IV

Executive Committee

Section 1 – Membership; Appointment: The Board may appoint not less than three (3) directors who together shall constitute the Executive Committee. The directors may appoint one or more directors as alternate members of the Committee, who may take the place of any absent member or members at any meeting of the Committee. Vacancies in the Executive Committee may be filled at any meeting of the Board.

Section 2 – Powers; Duties: The Executive committee shall advise with and aid the officers of the Company in all matters concerning its interests and the management of the business. When the Board is not in session, the Executive Committee shall have and may exercise all the powers of the Board, so far as may be delegated legally, with reference to the conduct of the business of the Company, except that the Executive Committee shall not take any action with respect to:

(a) Approve or recommend to shareholders actions or proposals required by law to be approved by shareholders.

(b) Designate candidates for the office of director, for purposes of proxy solicitation or otherwise.

(c) Fill vacancies on the Board of Directors or any committee thereof.

(d) Amend the By-laws.

(e) Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors.

(f) Authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board by resolution or by adoption of a stock option or other plan, authorize the Executive Committee to fix the terms of any contract for the sale of the share and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, and voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State under the applicable law.

Section 3 – Record of Meetings: The Executive Committee shall appoint its Secretary who shall keep the minutes of the meeting of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for their information.

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ARTICLE V

Officers

Section 1 – Election and Designation of Officers: The officers of the Company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion may elect a chairman of the Board of Directors who, when present, shall have such other powers as the Board and these By-laws shall prescribe. There may also be one or more Assistant Secretaries and Assistant Treasurers, as may from time to time be elected by the Board. A person may hold more than one office providing the duties thereof can be consistently performed by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 2 – Term of Office; Vacancies: The officers of the Company shall hold office until the next organization meeting of the Board and until their successors are elected and qualified, except in case of resignation, death or removal. The Board, without prejudice to the contract rights of such officer, may remove any officer elected or appointed by the Board at any time with or without cause by a majority vote of the members of the Board then in office. Any officer elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer. The Board may fill any vacancy in any Office occurring from whatever reason, may delegate one or more officers any of the duties of any officer or officers and prescribe the duties of any officer.

Section 3 – Chairman of the Board - Duties: The Chairman of the Board shall preside at all meetings of the shareholders and of the Board and shall have such duties and powers as may be prescribed for him from time to time by the Board of Directors.

Section 4 – President - Duties: The President shall perform the duties of the Chairman of the Board in the event of his absence or disability, or in the event a Chairman has not been designated by the Board, and he shall perform such duties as may be prescribed for him from time to time by the Board of Directors.

Section 5 – Vice President - Duties: Each Vice President shall have the power and duties incident to that office and shall have such other duties as may be prescribed from time to time by the Board of Directors. In case of the absence or disability of the President, or when circumstances prevent the President from acting, a Vice President of the Company shall perform all the duties and possess all the authority of the President, and shall have priority in the performance of such duties and exercise of such authority in the order determined by the Board. Each Vice President may sign and execute on behalf and in the name of the Company bonds, contracts, instruments and documents authorized by the Board.

Section 6 – Secretary - Duties: The Secretary shall attend all meetings of the shareholders and of the Board, and record all votes and the minutes of all proceedings in a book provided for the purpose, and, when required, he shall perform like duties for the standing committees, if any, elected or appointed by the Board. The Secretary shall see that proper notice, when required, is given of all meetings of the shareholders and of the Board. The Secretary may sign with the Chairman of the Board, the President or any Vice President on behalf and in the name of the Company all contracts and other instruments authorized by the Board. The Secretary may sign or his facsimile signature, with that of the President or one of the Vice Presidents, may be used to sign certificates for shares of the capital stock of the Company. The Secretary shall keep in safe custody the seal of the Company and whenever authorized by the Board, shall attest and affix the seal to any contract or other instrument requiring the same. The Secretary shall keep in safe custody all contracts and such books, records and other papers as the Board may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the office of the Company during business hours, and he shall in general perform all the duties usually incident to the office of Secretary, subject to the control of the Board.

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Section 7 – Treasurer - Duties: The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Company, and shall have the care and custody of all funds and securities of the Company and deposit such funds in the name of the Company in such bank or banks as the Board may designate. The Treasurer is authorized to sign all checks, drafts, notes, bills of exchange, orders for the payment of money and negotiable instruments of the Company, but no such instrument shall be signed in blank. He shall disburse the funds of the Company as may be ordered by the Board or the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any director, and also, provided the Board or the President so orders, to any shareholder of the Company upon application at the office of the Company by such shareholder during business hours; and he shall give such bonds for the faithful performance of his duties as the Board or the President may determine, and he shall perform such other duties as may be incident to his office.

Section 8 – Other Officers - Duties: The Assistant Secretaries and Assistant Treasurers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers.

ARTICLE VI

Compensation

The Board, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, shall have authority to fix the compensation of directors and officers for services in any capacity.

ARTICLE VII

Indemnification

The Company shall indemnify all persons whom it may lawfully indemnify, to the full extent permitted by law.

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ARTICLE VIII

Execution of Contracts,

Vouchers, and Negotiable Instruments

The Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, contracts, indentures, deeds, conveyances, leases, declarations, communications and other instruments and documents, and the Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, manually or by facsimile signature, checks, drafts, notes, bonds, debentures, bills of exchange and orders for the payment of money. In case any of the officers of the Company who shall have signed, or whose facsimile signature or signatures shall have been used, as aforesaid, upon any such document, instrument or security shall cease to be such officer of the Company before such document, instrument or security, upon due delivery or issuance thereof, shall be valid and effective as though the person or persons who signed or whose facsimile signature or signatures were used upon such document, instrument, or security had not ceased to be such officer of the Company.

ARTICLE IX

Authority to Transfer and Vote Securities

The Chairman of the Board, the President, and each Vice President of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers, and releases with respect thereto, or to cause such action to be taken.

ARTICLE X

Amendments

Except as otherwise provided by law, the By-laws of the Company may be adopted, altered, amended, or repealed by the Board of Directors, provided, however, the shareholders may repeat, alter, or amend By-laws adopted by the Board of Directors, may adopt new By-laws, and may prescribe that any By-laws made by them may not be altered, amended, or repealed by the Board of Directors.

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EX-3.2.43

Exhibit 3.2.43

BY-LAWS

OF

TRIBUNE NEWSPRINT COMPANY

ARTICLE I

OFFICES

The principal office of the corporation in the State of Utah shall be located in Salt Lake City, County of Salt Lake. The corporation may have such other offices, either within or without the State of Utah, and within or without the United States of America, as the Board of Directors may designate or as the business of the corporation may from time to time require.

The corporation shall have and continuously maintain in the State of Utah a registered office, and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office in the State of Utah, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the stockholders shall be held during the month of April in each year, beginning with the year 1985, at such time and on such day as the president of the corporation shall designate, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president, the Board of Directors or the chairman of the Board, and shall be called by the president at the request of the holders of not less than ten percent (10%) of all the outstanding shares of the corporation entitled to vote at the meeting.

Section 3. Place of Meeting. Stockholder meetings may be held at any place, either within or without the State of Utah. If no designation is made, the place of meeting shall be the principal office of the corporation.

Section 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining stockholders entitled to notice of or to vote in any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than fifty days and, in case of a meeting of stockholders, not less than ten days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at a meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder for any purpose germane to the meeting during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at the meeting of stockholders.

Section 7. Quorum. At any meeting of stockholders, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders unless the vote of a greater number is otherwise required by law or the provisions of these by-laws.

Section 8. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

Section 9. Voting. Each stockholder entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these by-laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholders. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote. All other questions shall be decided by majority vote except as otherwise provided by law.

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Section 10. Order of Business. The order of business at all meetings of the stockholders shall be as follows:

1. Roll call.

2. Proof of notice of meeting or waiver of notice.

3. Reading of minutes of preceding meeting.

4. Reports of officers.

5. Reports of committees.

6. Election of directors.

7. Unfinished business.

8. New business.

Section 11. Informal Action by Stockholders. Unless otherwise provided by law, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of the State of Utah.

Section 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be at least three (3) and no more than eleven (11), one of whom shall be designated as chairman. Each director shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and qualified.

Section 3. Regular Meetings. A regular meeting of the directors shall be held without other notice than this by-law immediately after and at the same place as the annual meeting of stockholders. The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meeting. Special meetings of the directors may be called by or at the request of the president, the chairman of the Board or a majority of the directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.

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Section 5. Notice. Notice of any special meeting shall be given at least four (4) days previously thereto by written notice delivered personally, or by telegram or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. Quorum. At any meeting of the Board of Directors, a majority of directors shall constitute a quorum for the transaction of business.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Newly Created Directorships and Vacancies. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

Section 9. Removal of Directors. Any director may be removed, at a meeting called expressly for that purpose, either for or without cause, at any time by vote of the holders of a majority of the outstanding shares of capital stock of the corporation then entitled to vote at an election of directors. Any directorship to be filled by reason of the removal of a director by the stockholders pursuant to this section may be filled by a vote of a majority of the shares represented at the meeting at which the director was removed, or at an annual meeting of stockholders, and then entitled to vote at an election of directors.

Section 10. Resignation. A director may resign at any time by giving written notice to the Board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

Section 11. Compensation. No compensation shall be paid to directors, as such, for their services, but by resolution of the Board a fixed sum and expenses for actual attendance at each regular or special meeting of the Board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 12. Presumption of Assent. A director of the corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

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Section 13. Executive and Other Committees. The Board, by resolution, may designate from among its members an executive committee and other committees, each consisting of two or more directors. Each such committee shall serve at the pleasure of the Board.

Section 14. Informal Action by Directors. Unless otherwise provided by law, any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 15. Indemnification. The corporation shall indemnify an officer or director:

1. Who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

2. Who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such.

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Section 16. Interest of Directors in Contract. Any contract or other transaction between the corporation and one or more of its directors shall be valid for all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors which acts upon such contract or transaction, and notwithstanding his or their participating in such action, if the fact of such interest shall be disclosed or known to the Board of Directors, and such Board shall nevertheless approve and ratify such contract or transaction by unanimous vote of the Board. This section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be a president, a vice president, a secretary and a treasurer, each of whom shall be elected by the directors. The secretary and the treasurer may be the same person. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors.

Section 2. Election and Term of Office. The officers of the corporation to be elected by the directors shall be elected annually at the first meeting of the directors held after each annual meeting of the stockholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term.

Section 5. President. The president shall be the principal executive and administrative officer of the corporation and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders and of the directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.

Section 6. Vice President. In the absence of the president or in the event of his death, inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned to him by the president or the directors.

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Section 7. Secretary. The secretary shall keep the minutes of the stockholders’ and of the directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder, have general charge of the stock transfer books of the corporation and, in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the directors.

Section 8. Treasurer. If required by the directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these by-laws and, in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the directors.

Section 9. Salaries. The salary of the President shall be fixed from time to time by the directors or the executive committee and the salaries of other officers shall be fixed from time to time by the president, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts and Leases. The directors may authorize any officer or officers, agent or agents, to enter into any contract or lease or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans in excess of Fifteen Thousand Dollars ($15,000.00) shall be contracted on behalf of the corporation, and no evidences of indebtedness in excess of Fifteen Thousand Dollars $15,000.00) shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the directors.

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Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the directors. Such certificates shall be signed by the president and by the secretary or by such other officers authorized by law or by the directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the stockholders, the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the directors may prescribe.

Section 2. Transfers of Shares.

(a) Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office.

(b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof, and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of the State of Utah.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall end on the 31st day of December in each year.

ARTICLE VIII

DIVIDENDS

The directors may from time to time declare and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

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ARTICLE IX

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these by-laws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X

AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be adopted by the affirmative vote of a majority of the Board of Directors at a regular or special meeting of the Board. No by-law shall be adopted by the Board of Directors which shall require more than a majority of the voting shares for a quorum at a meeting of shareholders, or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law or by the Articles of Incorporation. The shareholders shall have the right to change or repeal any by-laws adopted by the Board of Directors.

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EX-3.2.44

Exhibit 3.2.44

BYLAWS

OF

WICHITA EAGLE AND BEACON PUBLISHING COMPANY, INC.

October 28, 1977

ARTICLE I

Stockholders

Section 1 – Place of Meetings: Meetings of stockholders for any purpose may be held at such place within or without the State of Kansas as may be designated by the Board of Directors.

Section 2 – Annual Meeting: The annual meeting of stockholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the company or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting at such time and upon such date during the month of April in each year as the Board of Directors may determine.

Section 3 – Special Meetings: Special meetings of the stockholders of the Company may be held on any business day, when called by the Chairman of the Board, the President or by the Board or by a request in writing by persons who hold ten percent (10%) or all shares entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting.

Section 4 – Notice of Meetings: Not less than ten (10) nor more than fifty (50) days before the date fixed for a meeting of stockholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the Secretary or an Assistant Secretary, or any other person or persons required or permitted by law to give such notice. In the case of a special meeting the business to be transacted shall be limited to the purposes stated in the notice. The notice shall be given personally or by mail or by other means of written communications to each stockholder entitled to vote at such meeting. If mailed, the notice shall be addressed to the stockholders at the respective addresses as they appear on the records of the Company. Notice of the time, place, and purpose of any meeting of stockholders may be waived in writing, either before or after the holding of such meeting, by any stockholder, which writing shall be filed with or entered upon the records of the meeting.

Section 5 – Quorum; Adjournment: The presence in person or by proxy of the holders of a majority of the shares entitled to vote thereat, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the Articles of Incorporation. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the stockholders unless a greater vote is required by law or the Articles of Incorporation. If a quorum shall not be present or represented, those present in person or represented by proxy shall have power to adjourn the meeting, from time to time, without notice if the time and place thereof are announced at the meeting

at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 6 – Proxies: Any stockholder entitled to vote at a meeting of stockholders may do so in person or may be represented by proxy, appointed by an instrument in writing, signed by the stockholder or by his duly authorized attorney-in-fact. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

Section 7 – Cumulative Voting: Any shareholder entitled to vote at any election of directors may cumulate his votes as provided by law.

Section 8 – Consent Without a Meeting: Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by all the holders of outstanding stock entitled to vote thereon.

ARTICLE II

Shares

Section 1 – Form of Certificates and Signatures: Each holder of shares is entitled to one or more certificates, signed by the Chairman of the Board, or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, which shall certify the number and class of shares held by him in the Company, but no certificate for shares shall be executed or delivered until such shares are fully paid. If such certificate is countersigned by a transfer agent or by a registrar other than the Company or its employee, any other signature on the certificate may be facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 2 – Transfer of Shares: Shares of the Company, shall be transferable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require.

Section 3 – Lost, Stolen, or Destroyed Certificates: The Company may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the allegedly lost, stolen or destroyed certificate, or his legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate.

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Section 4 – Transfer Agents and Registrars: The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of such transfer agents and registrars, or any of them. The Board shall have the authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Company.

Section 5 – Fixing A Record Date: In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than (60) days prior to any other action.

ARTICLE III

Board of Directors

Section 1 – Authority: Except where the law, the Articles of Incorporation or these Bylaws require action to be authorized or taken by stockholders, all of the authority of the Company shall be exercised by the directors.

Section 2 – Number of; Qualifications: The number of directors which shall constitute the whole Board shall be not less than three (3), the exact number of which shall be fixed from time to time by resolution of the Board of Directors or by the vote or written assent of the holders of the shares at the time entitled to vote in the election of directors.

Section 3 – Election of Directors: The directors shall be elected at each meeting of stockholders or at a special meeting called for the purpose of electing directors. At a meeting of stockholders at which directors are to be elected, only persons nominated as candidates shall be eligible for eligible for election as directors and the candidates receiving the greatest number of votes shall be elected. Vacancies and newly created directorships resulting from an increase in the number of authorized directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Section 4 – Term of Office, Resignations: Directors shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier resignation, removal from office, or death. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Company, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

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Section 5 – Meetings: Immediately after each annual meeting of the stockholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by these Bylaws or the Board. Special meetings of the Board may be called by the Chairman of the Board or the President or any Vice President or the Secretary or any two directors upon four (4) days notice by mail or 48 hours notice delivered personally or by telephone or telegraph.

Section 6 – Quorum; Adjournment: A quorum of the Board shall consist of a majority of the total number of directors; provided that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn the meeting to another time and place. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these Bylaws otherwise expressly provided.

Section 7 – Appointment of Committees: The Board of Directors, by resolution passed by a majority of the whole Board, may appoint such committees, in addition to the Executive Committee, as it may consider proper, and such committees shall exercise such powers and duties as the Board from time to time may subscribe, subject to the Articles of Incorporation, these Bylaws and applicable laws.

Section 8 – Action Without a Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

Section 9 – Contracts: No contract or transaction between the Company and one or more of its directors or officers, or between the Company and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if; the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorized the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or, the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorized the contract or transaction.

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ARTICLE IV

Executive Committee

Section 1 – Membership; Appointment: The Board may appoint not less than three (3) directors who together shall constitute the Executive Committee. The directors may appoint one or more directors as alternate members of the Committee, who may take the place of any absent member or members at any meeting of the Committee. Vacancies in the Executive Committee may be filled at any meeting of the Board.

Section 2 – Powers; Duties: The Executive Committee shall advise with and aid the officers of the Company in all matters concerning its interests and the management of the business. When the Board is not in session, the Executive Committee shall have and may exercise all the powers of the Board in the management of the business and affairs of the Company including the declaration of dividends, except that the Executive Committee shall not take any action with respect to:

(a) Amending the Articles of Incorporation.

(b) Adopting an agreement of merger or consolidation.

(c) Recommending to the stockholders the sale, lease or exchange of all or substantially all of the Company’s property and assets.

(d) Recommending to the stockholders a dissolution of the Company or a revocation of a dissolution.

(e) Amending the Bylaws of the Company.

Section 3 – Meetings: Regular meetings of the Executive Committee may be held without call or notice at such times and places as the Executive Committee from time to time may fix. Other meetings of the Executive Committee may be called by any member thereof either by oral, telegraphic or written notice not later than the day prior to the date set for such meeting. Such notice shall state the time and place of the meeting and if by telegraph or in writing shall be addressed to each member at his address as shown by the records of the Secretary. Upon request by any member, the Secretary shall give the required notice calling the meeting.

Section 4 – Quorum: At any meeting of the Executive Committee, a majority of the members of the committee shall constitute a quorum. Any action of the Executive Committee to be effective must be authorized by in the affirmative vote of a majority of the members thereof present and, in any event, shall require not less than three (3).

Section 5 – Record of Meetings: The Executive Committee shall appoint its Secretary who shall keep the minutes of the meeting of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for their information.

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ARTICLE V

Officers

Section 1 – Election and Designation of Officers: The officers of the Company shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion may elect a chairman of the Board of Directors who, when present, shall have such other powers as the Board and these Bylaws shall prescribe. There may also be one or more Assistant Secretaries and Assistant Treasurers, as may from time to time be elected by the Board. A person may hold more than one office providing the duties thereof can be consistently performed by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 2 – Term of Office; Vacancies: The officers of the Company shall hold office until the next organization meeting of the Board and until their successors are elected and qualified, except in case of resignation, death or removal. The Board, without prejudice to the contract rights of such officer, may remove any officer at any time with or without cause by a majority vote of the members of the Board then in office. The Board may fill any vacancy in any office occurring from whatever reason, may delegate one (1) or more officers any of the duties of any officer or officers and prescribe the duties of any officer.

Section 3 – Chairman of the Board-Duties: The Chairman of the Board shall preside at all meetings of the stockholders and of the Board and shall have such duties and powers as may be prescribed for him from time to time by the Board of Directors.

Section 4 – President; Duties: The President shall perform the duties of the Chairman of the Board in the event of his absence or disability, or in the event a Chairman has not been designated by the Board, and he shall perform such duties as may be prescribed for him from time to time by the Board of Directors.

Section 5 – Vice President-Duties: Each Vice President shall have the powers and duties incident to that office and shall have such other duties as may be prescribed from time to time by the Board of Directors. In case of the absence or disability of the President, or when circumstances prevent the President from acting, a Vice President of the Company shall perform all the duties and possess all the authority of the President, and shall have priority in the performance of such duties and exercise of such authority in the order determined by the Board. Each Vice President may sign and execute on behalf and in the name of the Company bonds, contracts, instruments and documents authorized by the Board.

Section 6 – Secretary-Duties: The Secretary shall attend all meetings of the stockholders and of the Board, and record all votes and the minutes of all proceedings in a book provided for that purpose, and, when required, he shall perform like duties for the standing committees, if any, elected or appointed by the Board. The Secretary shall see that proper notice, when required, is given of all meetings of the stockholders and of the Board. The Secretary may sign with the Chairman of the Board, the President or any Vice President on behalf and in the name of the Company all contracts and other instruments authorized by the Board. The Secretary may sign or his facsimile signature,

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with that of the President or one of the Vice Presidents, may be used to sign certificates for shares of the capital stock of the Company. The Secretary shall keep in safe custody the seal of the Company and whenever authorized by the Board, shall attest and affix the seal to any contract or other instrument requiring the same. The Secretary shall keep in safe custody all contracts and such books, records and other papers as the Board may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the office of the Company during business hours, and he shall in general perform all the duties usually incident to the office of Secretary, subject to the control of the Board.

Section 7 – Treasurer-Duties: The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Company, and shall have the care and custody of all funds and securities of the Company and deposit such funds in the name of the Company in such bank or banks as the Board may designate. The Treasurer is authorized to sign all checks, drafts, notes, bills of exchange, orders for the payment of money and negotiable instruments of the Company, but no such instrument shall be signed in blank. He shall disburse the funds of the Company as may be ordered by the Board or the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any director, and also, provided the Board or the President so orders, to any stockholder of the Company upon application at the office of the Company by such stockholder during business hours; and he shall give such bonds for the faithful performance of his duties as the Board or the President may determine, and he shall perform such other duties as may be incident to his office.

Section 8 – Other Officers-Duties: The Assistant Secretaries and Assistant Treasurers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers.

ARTICLE VI

Compensation

The Board, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, shall have authority to fix the compensation of directors and officers for services in any capacity.

ARTICLE VII

Indemnification

The Company shall indemnify all persons whom it may lawfully indemnify, to the full extent permitted by law.

ARTICLE VIII

Execution of Contracts,

Vouchers, and Negotiable Instruments

The Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, contracts, indentures, deeds, conveyances, leases, declarations,

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communications and other instruments and documents, and the Board may authorize any of the officers of the Company or any other person or persons, either singly or with another such officer or person as the Board may direct, to sign, on behalf and in the name of the Company, manually or by facsimile signature, checks, drafts, notes, bonds, debentures, bills of exchange and orders for the payment of money. In case any of the officers of the Company who shall have signed, or whose facsimile signature or signatures shall have been used, as aforesaid, upon any such document, instrument or security shall cease to be such officer of the Company before such document, instrument or security, upon due delivery or issuance thereof, shall be valid and effective as though the person or persons who signed or whose facsimile signature or signatures were used upon such document, instrument, or security had not ceased to be such officer of the Company.

ARTICLE IX

Authority to Transfer and Vote Securities

The Chairman of the Board, the President, and each Vice President of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the Company, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers, and releases with respect thereto, or to cause any such action to be taken.

ARTICLE X

Amendments

Unless otherwise provided in the Articles of Incorporation, the right to make, alter or repeal these Bylaws is vested in the Board of Directors, subject to the right of the stockholders to make, alter or repeal the Bylaws.

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EX-3.2.45

Exhibit 3.2.45

BY-LAWS

OF

WINGATE PAPER COMPANY

ARTICLE I

OFFICES

The principal office of the corporation shall be located at such place within or without the State of Delaware as shall be fixed from time to time by the Board of Directors. The corporation may have such other offices, either within or without the State of Delaware as the Board of Directors may designate or as the business of the corporation may from time to time require.

The corporation shall have and continuously maintain in the State of Delaware a registered office, and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

STOCKHOLDERS

Section 1 Annual Meeting. The annual meeting of the stockholders shall be held on such date and at such time as may be designated from time to time by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

Section 2 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president, the Board of Directors or the chairman of the Board, and shall be called by the president at the request of the holders of not less than ten percent (10%) of all the outstanding shares of the corporation entitled to vote at the meeting. Upon request in writing specifying the general purpose or purposes of such meeting, to the chairman of the Board, president, vice president or secretary, by any person entitled to call a special meeting of stockholders, the officer receiving such notice forthwith shall cause notice to be given to the stockholders as provided herein.

Section 3 Place of Meeting. Stockholder meetings may be held at any place, either within or without the State of Delaware, as may be designated by the Board of Directors. If no designation is made, the place of meeting shall be the principal office of the corporation.

Section 4 Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining stockholders entitled to notice of or to vote in any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of stockholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at a meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6 Voting Lists. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder for any purpose germane to the meeting during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at the meeting of stockholders.

Section 7 Quorum. At any meeting of stockholders, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders unless the vote of a greater number is otherwise required by law or the provisions of these by-laws.

Section 8 Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

Section 9 Voting. Each stockholder entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these by-laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholders. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote. All other questions shall be decided by majority vote except as otherwise provided by law.

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Section 10 Order of Business. The order of business at all meetings of the stockholders shall be as follows:

1. Roll call.

2. Proof of notice of meeting or waiver of notice.

3. Reading of minutes of preceding meeting.

4. Reports of officers.

5. Reports of committees.

6. Election of directors.

7. Unfinished business.

8. New business.

Section 11 Informal Action by Stockholders. Unless otherwise provided by law, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

BOARD OF DIRECTORS

Section 1 General Powers. The business and affairs of the corporation shall be managed by its Board of Directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of the State of Delaware.

Section 2 Number, Tenure and Qualifications. The number of directors of the corporation shall be three, one of which shall be designated as chairman. Each director shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and qualified.

Section 3 Regular Meetings. A regular meeting of the directors shall be held without other notice than this by-law immediately after and at the same place as the annual meeting of stockholders. The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

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Section 4 Special Meeting. Special meetings of the directors may be called by or at the request of the president, the chairman of the Board or any director. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.

Section 5 Notice. Notice of any special meeting shall be given at least four (4) days previously thereto by written notice delivered personally, or by telegram or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6 Quorum. At any meeting of the Board of Directors, two directors shall constitute a quorum for the transaction of business.

Section 7 Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8 Newly Created Directorships and Vacancies. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

Section 9 Removal of Directors. Any director may be removed, at a meeting called expressly for that purpose, either for or without cause, at any time by vote of the holders of a majority of the outstanding shares of capital stock of the corporation then entitled to vote at an election of directors, except that if less than the entire Board of Directors is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. Any directorship to be filled by reason of the removal of a director by the stockholders pursuant to this section may be filled by a vote of a majority of the shares represented at the meeting at which the director was removed, or at an annual meeting of stockholders, and then entitled to vote at an election of directors.

Section 10 Resignation. A director may resign at any time by giving written notice to the Board or Directors, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

Section 11 Compensation. No compensation shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses for actual attendance at each regular or special meeting of the Board of Directors may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

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Section 12 Presumption of Assent. A director of the corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 13 Executive and Other Committees. The Board of Directors, by resolution, may designate from among its members an executive committee and other committees, each consisting of two or more directors. Each such committee shall serve at the pleasure of the Board.

Section 14 Informal Action by Directors. Unless otherwise provided by law, any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 15 Interest of Directors in Contract. Any contract or other transaction between the corporation and one or more of its directors shall be valid for all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors which acts upon such contract or transaction, and notwithstanding his or their participating in such action, if the fact of such interest shall be disclosed or known to the Board of Directors, and such Board shall nevertheless approve and ratify such contract or transaction by unanimous vote of the Board of Directors. This section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

ARTICLE IV

OFFICERS

Section 1 Number. The officers of the corporation shall be a president, vice president, a secretary and a treasurer, each of whom shall be elected by the directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors.

Section 2 Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually at the first meeting of the directors held after each annual meeting of the stockholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3 Removal. Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

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Section 4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term.

Section 5 President. The president shall be the principal executive officer of the corporation and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders and of the directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.

Section 6 Vice President. In the absence of the president or in the event of his death, inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned to him by the president or the directors.

Section 7 Secretary. The secretary shall keep the minutes of the stockholders’ and of the directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder, have general charge of the stock transfer books of the corporation and, in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the directors.

Section 8 Treasurer. If required by the directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these by-laws and, in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the directors.

Section 9 Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

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ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1 Contracts and Leases. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or lease or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2 Loans. No loans shall be contracted on behalf of the corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors

Section 4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1 Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the directors. Such certificates shall be signed by the president and by the secretary or by such other officers authorized by law or by the Board of Directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the stockholders, the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the directors may prescribe.

Section 2 Transfers of Shares.

(a) Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office.

(b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof, and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of the State of Delaware.

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ARTICLE VII

DIVIDENDS

The Board of Directors may from time to time declare and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE VIII

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these by-laws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a vote of the stockholders representing a majority of all the shares issued and outstanding, at any annual stockholders’ meeting or at any special stockholders’ meeting when the proposed amendment has been sent out in the notice of such meeting.

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EX-5.1

Exhibit 5.1

June 4, 2010

The McClatchy Company

2100 Q Street,

Sacramento, California 95816

Re:        The McClatchy Company – Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel to The McClatchy Company, a Delaware corporation (the “Company”), and the Company’s subsidiary guarantors named in Schedule I hereto (the “Subsidiary Guarantors” and, together with the Company, the “Registrants”), in connection with the filing by the Registrants with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $875,000,000 in principal amount of its 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2017 (the “Outstanding Notes”) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by each of the Subsidiary Guarantors (each, an “Outstanding Guarantee” and collectively, the “Outstanding Guarantees”). The Registration Statement also covers issuance of the guarantees by each of the Subsidiary Guarantors of the Exchange Notes pursuant to the Exchange Offer (the “Exchange Notes Guarantees” and, together with the Outstanding Guarantees, the “Guarantees”). The Exchange Notes and the Exchange Notes Guarantees to be issued pursuant to the Exchange Offer are collectively referred to herein as the “Securities.” The Outstanding Notes and Outstanding Guarantees were issued, and the Securities will be issued, pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”), among the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

In rendering the opinions expressed below, we have examined originals or copies of: (a) the Registration Statement, in the form filed with the Commission; (b) the Registration Rights Agreement, dated as of February 11, 2010, by and among the Company, the Subsidiary Guarantors and the initial purchasers listed therein; (c) the Indenture; (d) specimens of the certificates representing the Exchange Notes and the Exchange Notes Guarantees, included as exhibits to the Indenture; and (e) the other documents delivered by or on behalf of the Company, the Subsidiary Guarantors and the Trustee as of the date hereof in connection with the delivery of

The McClatchy Company

June 4, 2010

Page 2

the Securities. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.

We have assumed the following: (a) the genuineness of all signatures; (b) the authenticity of all documents submitted to us as originals; (c) the conformity to authentic original documents of all documents submitted to us as copies; (d) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in the records, documents, instruments and certificates we have reviewed as of their stated dates and as of the date hereof; (e) the legal capacity of natural persons; (f) that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a legally valid, binding and enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms; (g) that the Exchange Notes will be duly authenticated by the Trustee; and (h) the absence of any evidence extrinsic to the provisions of the written agreements between the parties that the parties intended a meaning contrary to that expressed by those provisions. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Members of our firm are admitted to the bar in the State of California, the State of New York, the State of Texas, and the State of Washington and we express no opinion as to any matter relating to laws of any jurisdiction other than the laws of the State of California, the laws of the State of New York, the laws of the State of Texas, the laws of the State of Washington, the federal laws of the United States of America, the Delaware General Corporation Law (the “DGCL”), and the Delaware Limited Liability Company Act (the “DLLCA”), as such are in effect on the date hereof, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations, treaties, common laws or other laws of any other nation, state or jurisdiction. We are not licensed to practice law in the State of Delaware and, accordingly, our opinions as to the DGCL and DLLCA are based solely on a review of the official statutes of the State of Delaware and the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such statues and provisions.

We express no opinion as to (i) the effect of any bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances and preferences; (ii) rights to indemnification and contribution which may be limited by applicable law or equitable principles, or (iii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, the effect of judicial discretion and the possible unavailability of specific performance, injunctive relief or other equitable relief, and limitations on rights of acceleration, whether considered in a proceeding in equity or at law.

The McClatchy Company

June 4, 2010

Page 3

With regard to our opinion in paragraph 2 below relating to the valid and binding obligation of the Exchange Notes Guarantees by Subsidiary Guarantors incorporated in states other than California, Delaware, New York, Texas or Washington, we have assumed that each such Subsidiary Guarantor has duly authorized, executed, issued and delivered such agreements to which it is a party and that each such Subsidiary Guarantor has the corporate power and authority to enter into such agreements and to perform the terms and conditions of such agreements to be performed by it. We understand that you are receiving legal opinions as to such other Subsidiary Guarantor matters from the law firms listed on Schedule II hereto.

On the basis of the foregoing and in reliance thereon and having regard for legal considerations which we deem relevant, and subject to the limitations and qualifications set forth herein, we advise you that in our opinion:

1.          When (i) the Registration Statement, as finally amended (including all necessary post-effective amendments, if any), shall have become effective under the Securities Act and (ii) the Exchange Notes have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Outstanding Notes in accordance with the terms of the Exchange Offer, the Exchange Notes will constitute binding obligations of the Company, enforceable against the Company in accordance with their terms; and

2.          When (i) the Registration Statement, as finally amended (including all necessary post-effective amendments, if any) shall have become effective under the Securities Act, (ii) the Exchange Notes have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Outstanding Notes in accordance with the terms of the Exchange Offer, and (iii) the Exchange Notes Guarantees have been duly executed and delivered by the respective Subsidiary Guarantor in accordance with the provisions of the Indenture, and exchanged for the Outstanding Guarantees in accordance with the terms of the Exchange Offer, the Exchange Notes Guarantees will constitute binding obligations of the applicable Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with their terms.

The McClatchy Company

June 4, 2010

Page 4

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus forming part of the Registration Statement and any amendments thereto. In giving such consent, we do not concede that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act. This opinion letter speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of such date.

Very truly yours,

/s/  Wilson Sonsini Goodrich & Rosati

WILSON SONSINI GOODRICH & ROSATI,

Professional Corporation

Schedule I

Subsidiary Guarantors

Newsprint Ventures, Inc., a California corporation

McClatchy Newspapers, Inc., a Delaware corporation

McClatchy Management Services, Inc., a Delaware corporation

McClatchy U.S.A., Inc., a Delaware corporation

McClatchy Investment Company, a Delaware corporation

Miami Herald Media Company, a Delaware corporation

The Charlotte Observer Publishing Company, a Delaware corporation

Star-Telegram, Inc., a Delaware corporation

Wingate Paper Company, a Delaware corporation

McClatchy Interactive West, a Delaware corporation

Bellingham Herald Publishing, LLC, a Delaware limited liability company

Cypress Media, LLC, a Delaware limited liability company

Idaho Statesman Publishing, LLC, a Delaware limited liability company

Olympian Publishing, LLC, a Delaware limited liability company

San Luis Obispo Tribune, LLC, a Delaware limited liability company

McClatchy Interactive LLC, a Delaware limited liability company

Cypress Media, Inc., a New York corporation

Nor-Tex Publishing, Inc., a Texas corporation

Mail Advertising Corporation, a Texas corporation

Olympic-Cascade Publishing, Inc., a Washington corporation

Tacoma News, Inc., a Washington corporation

Anchorage Daily News, Inc., an Alaska corporation

Pacific Northwest Publishing Company, Inc., a Florida corporation

The Bradenton Herald, Inc., a Florida corporation

Aboard Publishing, Inc., a Florida corporation

Keynoter Publishing Company, Inc., a Florida corporation

Biscayne Bay Publishing, Inc., a Florida corporation

Macon Telegraph Publishing Company, a Georgia corporation

Columbus-Ledger Enquirer, Inc., a Georgia corporation

Quad County Publishing, Inc., an Illinois corporation

Keltatim PublishingCompany, Inc., a Kansas corporation

Wichita Eagle and Beacon Publishing Company, Inc., a Kansas corporation

Lexington H-L Services, Inc., a Kentucky corporation

Gulf Publishing Company, Inc., a Mississippi corporation

HLB Newspapers, Inc., a Missouri corporation

Lee’s Summit Journal, Incorporated, a Missouri corporation

Belton Publishing Company, Inc., a Missouri corporation

Cass County Publishing Company, a Missouri corporation

The News and Observer Publishing Company, a North Carolina corporation

Nittany Printing and Publishing Company, a Pennsylvania corporation

East Coast Newspapers, Inc., a South Carolina corporation

The State Media Company, a South Carolina corporation

The Sun Publishing Company, Inc., a South Carolina corporation

Tribune Newsprint Company, a Utah corporation

Schedule II

Law Firms Representing Subsidiary Guarantors

Subsidiary Guarantor	Law Firm Providing Legal Opinion
Anchorage Daily News, Inc., an Alaska corporation	Davis Wright Termaine LLP
Pacific Northwest Publishing Company, Inc., a Florida corporation The Bradenton Herald, Inc., a Florida corporation Aboard Publishing, Inc., a Florida corporation Keynoter Publishing Company, Inc., a Florida corporation Biscayne Bay Publishing, Inc., a Florida corporation	Holland & Knight LLP
Macon Telegraph Publishing Company, a Georgia corporation Columbus Ledger-Enquirer, Inc., a Georgia corporation	Carlton Fields, P.A.
Quad County Publishing, Inc., an Illinois corporation	Lewis, Rice & Fingersh, L.C.
Keltatim Publishing Company, Inc., a Kansas corporation Wichita Eagle and Beacon Publishing Company, a Kansas corporation	Fleeson, Gooing, Coulson & Kitch, L.L.C.
Lexington H-L Services, Inc., a Kentucky corporation	Stoll Keenon Ogden PLLC
Gulf Publishing Company, Inc., a Mississippi corporation	Watkins Ludlam Winter & Stennis, P.A.
HLB Newspapers, Inc., a Missouri corporation Lee’s Summit Journal, Incorporated, a Missouri corporation Belton Publishing Company, Inc. , a Missouri corporation Cass County Publishing Company, a Missouri corporation	Lewis, Rice & Fingersh, L.C.
The News and Observer Publishing Company, a North Carolina corporation	McGuire Woods LLP
Nittany Printing and Publishing Company, a Pennsylvania corporation	Eisenstein & Bower, LLP
East Coast Newspapers, Inc., a South Carolina corporation The State Media Company, a South Carolina corporation The Sun Publishing Company, Inc., a South Carolina corporation	Wyche Burgess Freeman & Parham, P.A.
Tribune Newsprint Company, a Utah corporation	Holland & Hart LLP

EX-10.1

Exhibit 10.1

SECURITY AGREEMENT

Dated as of February 11, 2010

among

THE MCCLATCHY COMPANY

and

Each Other Grantor

From Time to Time Party Hereto

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Collateral Agent

THIS SECURITY AGREEMENT IS SUBJECT TO THE PROVISIONS OF THE FIRST LIEN INTERCREDITOR AGREEMENT DATED AS OF FEBRUARY 11, 2010 (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME), AMONG THE McCLATCHY COMPANY, THE GRANTORS PARTY THERETO, BANK OF AMERICA, N.A., AS CREDIT AGREEMENT COLLATERAL AGENT, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS SENIOR SECURED NOTES COLLATERAL AGENT, AND EACH ADDITIONAL COLLATERAL AGENT FROM TIME TO TIME PARTY THERETO.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINED TERMS		2
Section 1.1	Definitions	2
Section 1.2	Certain Other Terms	7
ARTICLE II GRANT OF SECURITY INTEREST		7
Section 2.1	Collateral	7
Section 2.2	Grant of Security Interest in Collateral	8
ARTICLE III REPRESENTATIONS AND WARRANTIES		8
Section 3.1	Title; No Other Liens	8
Section 3.2	Perfection and Priority	9
Section 3.3	Jurisdiction of Organization; Chief Executive Office	9
Section 3.4	Pledged Debt Instruments, Pledged Investment Property	9
Section 3.5	Instruments and Tangible Chattel Paper Formerly Accounts	9
Section 3.6	Intellectual Property	9
Section 3.7	Commercial Tort Claims	10
Section 3.8	Enforcement	10
Section 3.9	Extraordinary Transactions	10
ARTICLE IV COVENANTS		10
Section 4.1	Maintenance of Perfected Security Interest; Further Documentation and Consents	11
Section 4.2	Changes in Locations, Name, Etc.	11
Section 4.3	Pledged Debt Instruments	11
Section 4.4	Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper	12
Section 4.5	Intellectual Property	12
Section 4.6	Notice of Commercial Tort Claims	13
ARTICLE V REMEDIAL PROVISIONS		13
Section 5.1	Code and Other Remedies	13
Section 5.2	Accounts and Payments in Respect of General Intangibles	16
Section 5.3	Pledged Debt Instruments	17

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		Page
Section 5.4	Proceeds to be Turned over to and Held by Collateral Agent	17
Section 5.5	Sale of Pledged Debt Instruments	17
Section 5.6	Deficiency	18
ARTICLE VI THE COLLATERAL AGENT		18
Section 6.1	Collateral Agent’s Appointment as Attorney-in-Fact	18
Section 6.2	Financing Statements	20
Section 6.3	Authority of Collateral Agent	20
Section 6.4	Duty; Obligations and Liabilities	20
Section 6.5	Reinstatement	21
Section 6.6	Release of Collateral	21
Section 6.7	Independent Obligations	21
Section 6.8	No Waiver by Course of Conduct	22
Section 6.9	Amendments, Waivers in Writing	22
Section 6.10	Additional Grantors; Additional Pledged Investment Property	22
Section 6.11	Notices	22
Section 6.12	Successors and Assigns	22
Section 6.13	Counterparts	22
Section 6.14	Severability	23
Section 6.15	Governing Law Jurisdiction, Etc.	23
Section 6.16	Intercreditor Agreement	24

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EXHIBITS

Exhibit I	–	Form of Pledge Amendment
Exhibit II	–	Form of Joinder Agreement
Exhibit III	–	Form of Intellectual Property Security Agreement

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SECURITY AGREEMENT, dated as of February 11, 2010, by The McClatchy Company, a Delaware corporation (the “Company”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 6.10 hereof (together with the Company, the “Grantors”), in favor of The Bank of New York Mellon Trust Company, N.A., as Collateral Agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below) under the Indenture (as defined below).

W I T N E S S E T H:

WHEREAS, the Grantors have entered into that certain Indenture dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”) by and among the Company, the subsidiaries of the Company party thereto as guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity and together with its successors, the “Trustee”) on behalf of the holders (the “Holders”) of the Notes (as defined below);

WHEREAS, pursuant to the Indenture, the Company has issued, $875,000,000 aggregate principal amount of its 11.50% Senior Secured Notes due 2017 (together with any Additional Notes (as defined in the Indenture) and any Exchange Notes (as defined in the Indenture) issued pursuant to the Indenture, the “Notes”) upon the terms and subject to the conditions set forth therein;

WHEREAS, pursuant to the Indenture, each Grantor (other than the Company) has unconditionally and irrevocably guaranteed, as primary obligor and not merely as surety, to the Trustee, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all obligations of the Company under the Indenture and the Notes;

WHEREAS, each Grantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Indenture and the Notes and each is, therefore, willing to enter into this Agreement;

WHEREAS, the Trustee has been appointed to serve as Collateral Agent under the Indenture and, in such capacity, to enter into this Agreement; and

WHEREAS, this Agreement is made by the Grantors in favor of the Collateral Agent for the benefit of the Secured Parties to secure the payment and performance in full when due of the Secured Obligations.

NOW, THEREFORE, in consideration of the benefits accruing to each Grantor, the receipt and sufficiency of which are hereby acknowledged, and to induce the Collateral Agent to enter into the Indenture and to induce the Holders to purchase the Notes, each Grantor hereby covenants and agrees with the Collateral Agent for the benefit of the Secured Parties as follows:

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ARTICLE I

DEFINED TERMS

Section 1.1 Definitions. (a) Capital terms used herein without definition are used as defined in the Indenture.

(b) The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “account”, “account debtor”, “certificated security”, “chattel paper”, “commercial tort claim”, “deposit account”, “electronic chattel paper”, “equipment”, “general intangible”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record”, “securities account”, “security”, “supporting obligation” and “tangible chattel paper”.

(c) The following terms shall have the following meanings:

“Agreement” means this Security Agreement.

“Applicable IP Office” means the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States.

“Collateral” has the meaning specified in Section 2.1 hereof.

“Collateral Documents” means this Agreement and any other instruments and documents executed and delivered pursuant to the Indenture or any of the foregoing, as the same may be amended, supplemented or otherwise modified from time to time, pursuant to which any property is pledged, assigned or granted to the Collateral Agent for the benefit of the Secured Parties.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, including, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its Property is bound.

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.

“Credit Agreement” means the amended and restated credit agreement dated as of February 11, 2010, by and among the Company, the lenders party thereto in their capacities as lenders thereunder and Bank of America, N.A., as administrative agent and collateral agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

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“Default Rate” means the rate of interest applicable pursuant to the last paragraph of Section 1 of the Notes.

“Discharge of Obligations” means a legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture in accordance with Section 8.1 thereof.

“Disclosure Letter” means the disclosure letter from the Grantors to the Collateral Agent dated as of the date hereof.

“Excluded Property” means, collectively, (i) Stock and Stock Equivalents in any Subsidiary of the Company, (ii) any Indebtedness owed to any Grantors by any Subsidiary of the Company, (iii) any land, buildings, machinery, equipment, and leasehold interests and improvements in respect of the foregoing of the Company and its Subsidiaries which would be reflected on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP, (iv) any permit or license or any Contractual Obligation entered into by any Grantor (A) that prohibits or requires the consent of any Person other than the Company and its Affiliates which has not been obtained as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or (B) to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in clauses (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law, (v) Property owned by any Grantor that is subject to a Lien, securing Purchase Money Indebtedness or Capitalized Lease Obligations permitted under the Indenture if the Contractual Obligation pursuant to which such Lien is granted (or in the document providing for such Capitalized Lease Obligation or Purchase Money Indebtedness) prohibits or requires the consent of any Person other than the Company and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such item of Property, (vi) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed), (vii) any LC Cash Collateral and (viii) any “securities” of any “affiliates” of any Grantor (as the terms “securities” and “affiliates” are used in Rule 3-16 of Regulation S-X under the Securities Act) in excess of the maximum amount of such “securities” that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such “affiliate” to be included in filings by the Company with the Securities and Exchange Commission, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence; provided, however, that “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).

“Final Date” means the first date upon which there has been a Discharge of Obligations with respect to the Indenture.

“First Lien Collateral Agent” means any Collateral Agent (as such term is defined in the Intercreditor Agreement).

“First Lien Secured Party” means any of the Secured Parties (as such term is defined in the Intercreditor Agreement).

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“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to the government.

“Intellectual Property” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet domain names, Trade Secrets and IP Licenses.

“Intercreditor Agreement” means the First Lien Intercreditor Agreement, dated as of the date hereof, among the Company, the Grantors party thereto, Bank of America, N.A., as collateral agent for the Credit Agreement Secured Parties (as defined in the Intercreditor Agreement), the Collateral Agent, on behalf of itself and the Holders, and each Additional Collateral Agent (as defined therein), party thereto from time to time, as the same may be modified from time to time.

“Internet Domain Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to Internet domain names.

“IP Ancillary Rights” means with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

“IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

“LC Cash Collateral” shall have the meaning given such term by the Intercreditor Agreement.

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, liabilities (actual or contingent), financial condition of the Company and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Company to perform its obligations under any Collateral Document to which it is a party; or (c) a

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material adverse effect upon the legality, validity, binding effect or enforceability against the Company of any Collateral Document to which it is a party.

“Material Intellectual Property” means Intellectual Property that is owned by or licensed to a Grantor and material to the conduct of any Grantor’s business.

“Note Documents” means the Notes, the Indenture, the Collateral Documents and the Intercreditor Agreement.

“Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor.

“Permits” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Pledged Debt Instruments” means all right, title and interest of any Grantor in instruments evidencing any Indebtedness owed to such Grantor (exclusive of any Excluded Property) or other obligations, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all Indebtedness described on Schedule D to the Disclosure Letter, issued by the obligors named therein.

“Pledged Investment Property” means any investment property of any Grantor (exclusive of any Excluded Property), and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, other than any Pledged Debt Instruments.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

“Related Party” shall mean, with respect to any Person, such Person’s Affiliates, agents, officers, employees and representatives.

“Requirement of Law” means, as to any Person, any law (statutory or common), ordinance, treaty, rule, regulation, order, policy, other legal requirement or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Secured Obligations” means the collective reference to (a) all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Grantor at the rate provided for in the respective documentation, whether or not such claim for post-petition interest is allowed in any such proceeding)) owing to the Collateral Agent, the Trustee or the Holders under the Notes, the Indenture and the other Note Documents and the due performance and compliance by the Grantors with all of the terms, conditions and agreements contained in the Notes, the Indenture and the other Note Documents; (b) any and all sums advanced by the Colla-

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teral Agent in accordance with the Indenture or any of the other Note Documents in order to preserve the Collateral or preserve its security interest in the Collateral; and (c) in the event of any proceedings for the collection or enforcement of any indebtedness, obligations or liabilities of the Grantors referred to in clause (a) above, the reasonable expenses incurred by the Collateral Agent in connection with the retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs.

“Secured Parties” means (a) the Holders, (b) the Trustee, (c) the Collateral Agent and (d) any successors, indorsees, transferees and assigns of each of the foregoing.

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, and the applicable accounting and auditing principles, rules, standards and practices promulgated, approve or incorporated by the Securities and Exchange Commission or the Public Company Accounting Oversight Board.

“Software” means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.

“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profits interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

“Stock Equivalents” means all securities convertible into an exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

“Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets.

“Trademark” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of the Collateral Agent’s or any other Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions.

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Section 1.2 Certain Other Terms. (a) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole and not to any particular Article, Section or clause in this Agreement. References herein to an Annex, Article, Section or clause refer to the appropriate Annex to, or Article, Section or clause in this Agreement. Where the context requires, provisions relating to any Collateral when used in relation to a Grantor shall refer to such Grantor’s Collateral or any relevant part thereof.

(b) Other Interpretive Provisions.

(i) Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.

(ii) The Agreement. The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(iii) Certain Common Terms. The term “including” is not limiting and means “including without limitation.”

(iv) Performance; Time. Whenever any performance obligation hereunder (other than a payment obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.

(v) Contracts. Unless otherwise expressly provided herein, references to agreements and other contractual instruments, including this Agreement, the Note Documents and the other Collateral Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of the Indenture.

(vi) Laws. References to any statute or regulation are to be construed as including all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

ARTICLE II

GRANT OF SECURITY INTEREST

Section 2.1 Collateral. For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or

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at any time in the future may acquire any right, title or interests is collectively referred to as the “Collateral”:

(a) all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), general intangibles, instruments, inventory, investment property, letter of credit rights and any supporting obligations related to any of the foregoing;

(b) the commercial tort claims described on Schedule E to the Disclosure Letter and on any supplement thereto received by the Collateral Agent pursuant to Section 4.6 hereof;

(c) all books and records pertaining to the other property described in this Section 2.1;

(d) all property of such Grantor held by any First Lien Collateral Agent, including all property of every description, in the custody of or in transit to such First Lien Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash;

(e) all other goods and personal property of such Grantor, whether tangible or intangible and wherever located; and

(f) to the extent not otherwise included, all proceeds of the foregoing;

Notwithstanding the foregoing, the term “Collateral” does not include any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security interest in such property shall be deemed granted therein.

Section 2.2 Grant of Security Interest in Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the Company and of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Grantor hereby represents and warrants each of the following to the Collateral Agent and the other Secured Parties:

Section 3.1 Title; No Other Liens. Except for the Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and other Permitted Liens, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder

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constituting instruments or certificates and (b) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien, other than Permitted Liens.

Section 3.2 Perfection and Priority. Except to the extent perfection with respect to an item of Collateral is not required under Article IV, the security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the filing of properly completed financing statements, as set forth on Schedule C to the Disclosure Letter, covering the Collateral with the applicable filing office in the jurisdiction of formation or incorporation of each Grantor, (ii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the United States Copyright Office or the United States Patent and Trademark Office, as applicable. Such security interest shall be prior to all other Liens on the Collateral except for Permitted Liens and except to the extent perfection with respect to any item of Collateral is not required under Article IV.

Section 3.3 Jurisdiction of Organization; Chief Executive Office. (a) Such Grantor’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule A-1 to the Disclosure Letter.

(b) Such Grantor has not in the last five years changed its name, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule A-1 to the Disclosure Letter, except as disclosed on Schedule A-2 to the Disclosure Letter.

Section 3.4 Pledged Debt Instruments, Pledged Investment Property. As of the Closing Date, all Pledged Investment Property consisting of instruments and certificates has been delivered to a First Lien Collateral Agent, as specified on Schedule D to the Disclosure Letter, to the extent delivery is required by Section 4.3(a) hereof.

Section 3.5 Instruments and Tangible Chattel Paper Formerly Accounts. No amount payable to such Grantor under or in connection with any account is evidenced by any instrument or tangible chattel paper that has not been delivered to a First Lien Collateral Agent, properly endorsed for transfer, to the extent delivery is required by Section 4.4(a).

Section 3.6 Intellectual Property. (a) Schedule B to the Disclosure Letter sets forth a true and complete list of the following Intellectual Property such Grantor owns, licenses or otherwise has the right to use: (i) Intellectual Property that is registered or subject to applications for registration, and (ii) Internet Domain Names, separately identifying that owned and licensed to such Grantor and including for each of the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed, and (4) as applicable, the registration or application number and registration or application date.

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(b) On the date hereof, all Material Intellectual Property owned by such Grantor is valid, in full force and effect, subsisting, unexpired and enforceable, and no Material Intellectual Property has been abandoned, except where any failure to be in full force and effect, subsisting and unexpired and enforceable or any such abandonment, could not reasonably be expected to have a Material Adverse Effect. The consummation by each Grantor of the transactions contemplated by the Note Documents does not cause any breach or default of any material IP License or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Material Intellectual Property. There are no pending (or, to the knowledge of such Grantor, threatened in writing) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes challenging the ownership, use, validity, enforceability of, or such Grantor’s rights in, any Material Intellectual Property of such Grantor, except to the extent the same could not reasonably be expected to have a Material Adverse Effect. To such Grantor’s knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property of such Grantor, except to the extent the same could not reasonably be expected to have a Material Adverse Effect. Such Grantor, and to such Grantor’s knowledge each other party thereto, is not in breach or default of any material IP License, except to the extent the same could not reasonably be expected to have a Material Adverse Effect.

Section 3.7 Commercial Tort Claims. The only commercial tort claims of any Grantor existing on the date hereof (regardless of whether the amount, defendant or other material facts can be determined and regardless of whether such commercial tort claim has been asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has been commenced for such claims) are those listed on Schedule E to the Disclosure Letter, which sets forth such commercial tort claims to the extent the damages being sought exceed $100,000 in the aggregate for all such commercial tort claims of all Grantors and which sets forth such information separately for each Grantor.

Section 3.8 Enforcement. No Permit, notice to or filing with any Governmental Authority or any other Person or any consent from any Person is required for the exercise by the Collateral Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of remedies in respect of the Collateral pursuant to this Agreement, including the transfer of any Collateral, except as may be required in connection with the disposition of any portion of the Pledged Debt Instruments or Pledged Investment Property by laws affecting the offering and sale of securities generally or any approvals that may be required to be obtained from any bailees or landlords to collect the Collateral.

Section 3.9 Extraordinary Transactions. Except for those purchases, acquisitions and other transactions described in Schedule F of the Disclosure Letter, or with respect to property having an aggregate fair market value not exceeding $5.0 million, for the last five years all of the Collateral has been originated by each Grantor in the ordinary course of business or consists of goods which have been acquired by such Grantor in the ordinary course of business from a person in the business of selling goods of that kind.

ARTICLE IV

COVENANTS

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Each Grantor agrees with the Collateral Agent and the Secured Parties that from and after the date of this Agreement until the Final Date:

Section 4.1 Maintenance of Perfected Security Interest; Further Documentation and Consents. To the extent that an item of Collateral is required to be perfected pursuant to this Article IV, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 and shall defend such security interest and such priority against the claims and demands of all Persons.

Section 4.2 Changes in Locations, Name, Etc. (a) Except with prior notice to the Collateral Agent and delivery to the Collateral Agent of all documents required to maintain the validity, perfection and priority of the security interests provided for herein, such Grantor shall not do any of the following:

(i) change its jurisdiction of organization from that referred to in Section 3.3; or

(ii) change its legal name or organizational identification number, if any, or corporation, limited liability company, partnership or other organizational structure.

(b) At the time of delivery of each Officer’s Certificate under Section 3.13 of the Indenture, shall furnish to the Collateral Agent an updated Schedule A-1 to the Disclosure Letter, covering the information specified in Section 3.3(a).

Section 4.3 Pledged Debt Instruments. (a) Delivery of Pledged Debt Instruments. Subject to the terms of the Intercreditor Agreement, such Grantor shall deliver or shall have delivered to a First Lien Collateral Agent, in suitable form for transfer, (A) all Pledged Debt Instruments and (B) all certificates and instruments evidencing Pledged Investment Property, in each case, having a value in excess of $100,000, so long as the aggregate value of all such certificates and instruments not delivered to a First Lien Collateral Agent shall not exceed $500,000. Notwithstanding the foregoing any Grantor may maintain possession of Pledged Debt Instruments and all certificates and instruments evidencing Pledged Investment Property that is in the process of liquidation or that is being processed for subsequent delivery to a First Lien Collateral Agent. The Collateral Agent shall not be charged with knowledge of the value of such certificates or instruments.

(b) Event of Default. During the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have the right, at any time without notice to the Grantor, in connection with the exercise of remedies, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Debt Instruments or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Debt Instruments or any Pledged Investment Property for certificates or instruments of smaller or larger denominations.

(c) Cash Distributions with respect to Pledged Debt Instruments. Except as provided in Article V, such Grantor shall be entitled to receive all cash distributions paid in respect of the Pledged Debt Instruments.

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Section 4.4 Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper. (a) If any amount in excess of $100,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with Section 4.3(a) and in the possession of a First Lien Collateral Agent, such Grantor shall mark all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of The Bank of New York Mellon Trust Company, N.A., as Collateral Agent.”

(b) Except in connection with any investment property over which the Collateral Agent’s Lien is not required to be prior to all other Liens thereon pursuant to Section 3.2, such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any investment property to any Person other than a First Lien Collateral Agent.

Section 4.5 Intellectual Property. (a) At the time of delivery of each Officer’s Certificate under Section 3.13 of the Indenture, such Grantor shall notify the Collateral Agent of any change to Schedule B to the Disclosure Letter for such Grantor, and provide to the Collateral Agent the short-form intellectual property agreements and assignments as described in this Section 4.5.

(b) Except as would not individually or in the aggregate have a Material Adverse Effect, such Grantor shall (and shall cause all its licensees to) (i) (1) continue to use each Trademark included in the Material Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent shall obtain a perfected security interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (y) any portion of the Copyrights included in the Material Intellectual Property may become invalidated, otherwise impaired or fall into the public domain or (z) any Trade Secret that is Material Intellectual Property may become publicly available or otherwise unprotectable.

(c) In the event that any Material Intellectual Property of such Grantor is or has been infringed, misappropriated, violated, diluted or otherwise impaired by a third party, such Grantor shall take such action as it reasonably deems appropriate under the circumstances in response thereto.

(d) Such Grantor shall promptly execute and deliver to the Collateral Agent in form suitable for filing in the Applicable IP Office the short-form intellectual property security agreements in the form attached hereto as Exhibit III for all Copyrights, Trademarks, Patents and IP Licenses of such Grantor.

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Section 4.6 Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim (whether from another Person or because such commercial tort claim shall have come into existence) in which the damages being sought, when added to the damages being sought in all other commercial torts claims of all Grantors, exceed $100,000, (i) such Grantor shall, immediately upon such acquisition, deliver to the Collateral Agent a notice of the existence and nature of such commercial tort claim and a supplement to Schedule E to the Disclosure Letter containing a specific description of such commercial tort claim, (ii) Section 2.1 shall apply to such commercial tort claim and (iii) such Grantor shall execute and deliver to the Collateral Agent, any document, and take all other action, deemed by such Grantor to be reasonably necessary or appropriate for the Collateral Agent to obtain, on behalf of the Secured Parties, a perfected security interest having at least the priority set forth in Section 3.2 in all such commercial tort claims. Any supplement to Schedule E to the Disclosure Letter delivered pursuant to this Section 4.7 shall, after the receipt thereof by the Collateral Agent, become part of Schedule E to the Disclosure Letter for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

ARTICLE V

REMEDIAL PROVISIONS

Section 5.1 Code and Other Remedies. (a) UCC Remedies. During the continuance of an Event of Default, the Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligation, all rights and remedies of a secured party under the UCC or any other applicable law.

(b) Disposition of Collateral. Without limiting the generality of the foregoing, the Collateral Agent may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s claim or action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) sell, assign, convey, transfer, grant option or options to purchase and deliver any Collateral (enter into Contractual Obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the UCC and other applicable Requirements of Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released.

(c) Management of the Collateral. Each Grantor further agrees, that, during the continuance of any Event of Default, (i) at the Collateral Agent’s request, it shall assemble the Col-

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lateral and make it available to the Collateral Agent at places that the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, (ii) without limiting the foregoing, the Collateral Agent also has the right to require that each Grantor store and keep any Collateral pending further action by the Collateral Agent and, while any such Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii) until the Collateral Agent is able to sell, assign, convey or transfer any Collateral, the Collateral Agent shall have the right to hold or use such Collateral to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent and (iv) to the extent permitted by applicable law, the Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. Except as required under the UCC, the Collateral Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to any Collateral while such Collateral is in the possession of the Collateral Agent.

(d) Application of Proceeds. Subject to the Intercreditor Agreement, the Collateral Agent shall apply the cash proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the Trustee, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, as set forth in the Indenture, and only after such application and after the payment by the Collateral Agent of any other amount required by any Requirement of Law, need the Collateral Agent account for the surplus, if any, to any Grantor.

(e) Direct Obligation. Neither the Collateral Agent nor any other Secured Party shall be required to make any demand upon, or pursue or exhaust any right or remedy against, any Grantor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or indirect guaranty thereof. All of the rights and remedies of the Collateral Agent and any other Secured Party under the Note Documents shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent or any Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

(f) Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following:

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(i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition;

(ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral;

(iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral;

(iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral;

(v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral;

(vi) dispose of assets in wholesale rather than retail markets;

(vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or

(viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral.

Each Grantor acknowledges that the purpose of this Section 5.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 5.1. Without limitation upon the foregoing, nothing contained in this Section 5.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 5.1.

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(g) IP Licenses. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 5.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all real Property owned, operated, leased, subleased or otherwise occupied by such Grantor.

Section 5.2 Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Agent at any time during the continuance of an Event of Default, any payment of accounts or payment in respect of general intangibles, when collected by any Grantor, shall be promptly (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor into an account over which a First Lien Collateral Agent has control.

(b) At any time during the continuance of an Event of Default:

(i) each Grantor shall, upon the Collateral Agent’s request, deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent;

(ii) the Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Collateral Agent may at any time enforce such Grantor’s rights against such account debtors and obligors of general intangibles; and

(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure any Internet Domain Name is registered.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each account and each payment in respect of general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accor-

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dance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an account or a payment in respect of a general intangible by reason of or arising out of any of the Note Documents or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an account or a payment in respect of a general intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Section 5.3 Pledged Debt Instruments. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, the Collateral Agent or its nominee may exercise (A) any voting, consent, or other right pertaining to the Pledged Debt Instruments at any meeting of investor, creditors or lenders, as the case may be, of the relevant issuer or issuers of Pledged Debt Instruments or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Debt Instruments as if it were the absolute owner thereof (including the right to deposit and deliver any Pledged Debt Instruments with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(b) Authorization of Grantors. Each Grantor hereby expressly irrevocably authorizes and instructs, without any further instructions from such Grantor, each issuer of any Pledged Debt Instrument pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that states that an Event of Default is continuing and is otherwise in accordance with the terms of this Agreement and each Grantor agrees that such issuer shall be fully protected from Liabilities to such Grantor in so complying and (ii) unless otherwise expressly permitted hereby, by any of the Note Documents, pay any distribution or make any other payment with respect to the Pledged Debt Instrument directly to the Collateral Agent.

Section 5.4 Proceeds to be Turned over to and Held by Collateral Agent. At any time during the continuance of an Event of Default, all proceeds of any Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by any Grantor, be turned over to the Collateral Agent in the exact form received (with any necessary endorsement).

Section 5.5 Sale of Pledged Debt Instruments. (a) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any Pledged Debt Instruments by reason of certain prohibitions contained in the Securities Laws and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale

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thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any Pledged Debt Instruments for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Laws or under applicable state securities laws even if such issuer would agree to do so.

(b) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Pledged Investment Property pursuant to Section 5.1 and this Section 5.5 valid and binding and in compliance with all applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant contained herein will cause irreparable injury to the Collateral Agent and other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained herein shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Indenture. Each Grantor waives any and all rights of contribution or subrogation upon the sale or disposition of all or any portion of the Collateral by Collateral Agent.

Section 5.6 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the Collateral Agent or any other Secured Party to collect such deficiency.

ARTICLE VI

THE COLLATERAL AGENT

Section 6.1 Collateral Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any Related Party thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, exercisable only while an Event of Default is continuing, for the purpose of carrying out the terms of the Note Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Note Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Parties the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to the extent permitted by applicable law, to do any of the following when an Event of Default shall be continuing:

(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of

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collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Indenture (including all or any part of the premiums therefor and the costs thereof);

(iv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or

(v) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, assign, convey, transfer or grant a Lien on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Note Documents, all as fully and effectively as such Grantor might do.

(vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.

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(b) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at the Default Rate, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.

(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 6.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Section 6.2 Financing Statements. Each Grantor agrees to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Grantors reasonably determine appropriate to perfect the security interests of the Collateral Agent under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. In no event shall the Collateral Agent be responsible for preparing or filing any financing or continuation statement.

Section 6.3 Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as Collateral Agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or entitlement to make any inquiry respecting such authority.

Section 6.4 Duty; Obligations and Liabilities. (a) Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Parties shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. In addition, the Collateral Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by the Collateral Agent in good faith.

(b) Obligations and Liabilities with respect to Collateral. No Secured Party and no Related Party thereof shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any

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Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to any Collateral. The powers conferred on the Collateral Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such powers. The other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

(c) Additional Rights of the Collateral Agent. In acting under and by virtue of this Agreement, the Collateral Agent shall have all of the rights, protections and immunities given to the Trustee under the Indenture, all of which inure to the benefit of the Collateral Agent hereunder and are incorporated by reference herein mutatis mutandis.

Section 6.5 Reinstatement. Each Grantor agrees that, if any payment made by any Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Person, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (a) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

Section 6.6 Release of Collateral. All Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors, in each case upon the Discharge of Obligations. In addition, the Collateral shall be released, in whole or in part, as provided in the Indenture. Each Grantor is hereby authorized to file UCC amendments at such time evidencing the termination of the Liens so released. At the request of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Section 6.7 Independent Obligations. The obligations of each Grantor hereunder are independent of and separate from the Secured Obligations and any Subsidiary Guarantee. If any Secured Obligation or Guarantee is not paid when due, or upon any Event of Default, the Collateral Agent may, at its sole election, proceed directly and at once, without notice, against any Grantor and any Collateral to collect and recover the full amount of any Secured Obligation then

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due, without first proceeding against any other Grantor or any other Collateral and without first joining any other Grantor in any proceeding.

Section 6.8 No Waiver by Course of Conduct. No Secured Party shall by any act (except by a written instrument pursuant to Section 6.9), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

Section 6.9 Amendments, Waivers in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Article IX of the Indenture; provided, however, that annexes to this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Exhibit I and Exhibit II, respectively, in each case duly executed by the Collateral Agent and each Grantor directly affected thereby.

Section 6.10 Additional Grantors; Additional Pledged Investment Property. (a) Joinder Agreements. If, at the option of the Company or as required pursuant to Section 3.10 of the Indenture, the Company shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Collateral Agent a Joinder Agreement substantially in the form of Exhibit II and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date.

(b) Pledge Amendments. To the extent any Pledged Debt Instrument has not been delivered as of the date hereof, such Grantor shall deliver a pledge amendment duly executed by the Grantor in substantially the form of Exhibit I (each, a “Pledge Amendment”). Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement.

Section 6.11 Notices. All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 12.1 of the Indenture; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to the Company’s notice address set forth in such Section 12.1.

Section 6.12 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of each Secured Party and their successors and assigns; provided, however, that, except as otherwise permitted by the Indenture, no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

Section 6.13 Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same

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agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 6.14 Severability. Any provision of this Agreement being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Agreement or any part of such provision in any other jurisdiction.

Section 6.15 Governing Law Jurisdiction, Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. THE GRANTORS IRREVOCABLY AND UNCONDITIONALLY SUBMIT, FOR THEMSELVES AND THEIR PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER COLLATERAL DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER COLLATERAL DOCUMENT SHALL AFFECT ANY RIGHT THAT THE COLLATERAL AGENT OR ANY GRANTOR MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER COLLATERAL DOCUMENT AGAINST THE ISSUER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. THE GRANTORS IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER COLLATERAL DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.1 OF THE INDENTURE. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 6.16 Intercreditor Agreement. Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Agreement, the exercise of any right or remedy by the Collateral Agent hereunder and the obligations of the Grantors hereunder, in each case, with respect to the Collateral are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement with respect to the Collateral, the terms of the Intercreditor Agreement shall govern and control.

Section 6.17 WAIVER OF JURY TRIAL. EACH OF THE GRANTORS AND THE COLLATERAL AGENT HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written.

THE McCLATCHY COMPANY
as Grantor
By:	/s/  Patrick J. Talamantes
	Name:     Patrick J. Talamantes
	Title:       Vice President, Finance and
	Chief Financial Officer

ABOARD PUBLISHING, INC.

ANCHORAGE DAILY NEWS, INC.

BELTON PUBLISHING COMPANY, INC.

BISCAYNE BAY PUBLISHING, INC.

CASS COUNTY PUBLISHING COMPANY

COLUMBUS LEDGER-ENQUIRER, INC.

CYPRESS MEDIA, INC.

EAST COAST NEWSPAPERS, INC.

GULF PUBLISHING COMPANY, INC.

HLB NEWSPAPERS, INC.

KELTATIM PUBLISHING COMPANY, INC.

KEYNOTER PUBLISHING COMPANY, INC.

LEE’S SUMMIT JOURNAL, INCORPORATED

LEXINGTON H-L SERVICES, INC.

MACON TELEGRAPH PUBLISHING
COMPANY

MAIL ADVERTISING CORPORATION

MCCLATCHY INTERACTIVE WEST

MCCLATCHY INVESTMENT COMPANY

MCCLATCHY NEWSPAPERS, INC.

MCCLATCHY U.S.A., INC.

MIAMI HERALD MEDIA COMPANY

NEWSPRINT VENTURES, INC.

NITTANY PRINTING AND PUBLISHING
COMPANY

NOR-TEX PUBLISHING, INC.

OLYMPIC-CASCADE PUBLISHING, INC.

PACIFIC NORTHWEST PUBLISHING
COMPANY, INC.

STAR-TELEGRAM, INC.

TACOMA NEWS, INC.

THE BRADENTON HERALD, INC.

THE CHARLOTTE OBSERVER PUBLISHING
COMPANY

THE NEWS AND OBSERVER PUBLISHING
COMPANY

THE STATE MEDIA COMPANY

THE SUN PUBLISHING COMPANY, INC.

WICHITA EAGLE AND BEACON PUBLISHING
COMPANY, INC.

WINGATE PAPER COMPANY,
as Grantors

By:  /s/ Patrick J. Talamantes

        Name:    Patrick J. Talamantes

        Title:      Vice President

MCCLATCHY INTERACTIVE LLC
MCCLATCHY MANAGEMENT SERVICES, INC.
QUAD COUNTY PUBLISHING, INC.,
as Grantors
By:	/s/ Patrick J. Talamantes
	Name:	Patrick J. Talamantes
	Title:	President
BELLINGHAM HERALD PUBLISHING, LLC
IDAHO STATESMAN PUBLISHING, LLC OLYMPIAN PUBLISHING, LLC,
as Grantors
By:	Pacific Northwest Publishing Company, Inc., its Sole Member
By:	/s/ Patrick J. Talamantes
	Name:	Patrick J. Talamantes
	Title:	Vice President
CYPRESS MEDIA, LLC,
as Grantor
By:	CYPRESS Media, Inc., its Sole Member
By:	/s/ Patrick J. Talamantes
	Name:	Patrick J. Talamantes
	Title:	Vice President
SAN LUIS OBISPO TRIBUNE, LLC
By:	The McClatchy Company, its Sole Member
By:	/s/ Patrick J. Talamantes
	Name:	Patrick J. Talamantes
	Title:	Vice President, Finance and Chief Financial Officer

ACCEPTED AND AGREED

as of the date first above written:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent
By:	/s/ Alex Briffett
	Name:	John (Alex) Briffett
	Title:	Authorized Signatory

EXHIBIT I

TO

SECURITY AGREEMENT

FORM OF PLEDGE AMENDMENT

This Pledge Amendment, dated as of                     , 20    , is delivered pursuant to Section 6.9 of the Security Agreement, dated as of February 11, 2010, by The McClatchy Company and each of the other parties named therein as a Grantor or which subsequently becomes a Grantor thereunder, in favor of The Bank of New York Mellon Trust Company, N.A., as Collateral Agent (the “Security Agreement”). Capitalized terms used herein without definition are used as defined in the Security Agreement.

The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement and that the Pledged Debt Instruments listed on Exhibit I-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Security Agreement and shall secure all Obligations of the undersigned.

The undersigned hereby represents and warrants that each of the representations and warranties made by the undersigned contained in Sections 3.1, 3.2, 3.5 and 3.9 of the Security Agreement is true and correct and as of the date hereof as if made on and as of such date.

[GRANTOR]
By:
	Name:
	Title:

Exhibit 1-A

PLEDGED DEBT INSTRUMENTS

Company Description of Debt Certificate No(s). Final Maturity Principal Amount

ACKNOWLEDGED AND AGREED

as of the date first above written:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Collateral Agent

By:
	Name:
	Title:

EXHIBIT II

TO

SECURITY AGREEMENT

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of                     , 20    , is delivered pursuant Section 6.10 of the Security Agreement, dated as of February 11, 2010, by The McClatchy Company, each of the other parties named therein as a Grantor or which subsequently becomes a Grantor thereunder, in favor of The Bank of New York Mellon Trust Company, N.A., as Collateral Agent (the “Security Agreement”). Capitalized terms used herein without definition are used as defined in the Security Agreement.

By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 6.10 of the Security Agreement, hereby becomes a party to the Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The undersigned hereby agrees to be bound as a Grantor for the purposes of the Security Agreement.

The information set forth in Exhibit I-A is hereby added to the information set forth in Schedules A through F to the Disclosure Letter. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agrees that this Joinder Agreement may be attached to the Security Agreement and that the Pledged Debt Instruments listed on Exhibit I-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Security Agreement and shall secure all Secured Obligations of the undersigned.

The undersigned hereby represents and warrants that each of the representations and warranties contained in Article III of the Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.

E2-1

IN WITNESS WHEREOF, THE UNDERSIGNED HAS CAUSED THIS JOINDER AGREEMENT TO BE DULY EXECUTED AND DELIVERED AS OF THE DATE FIRST ABOVE WRITTEN.

[Additional Grantor]
By:
	Name:
	Title:

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ACKNOWLEDGED AND AGREED

as of the date first above written:

[EACH GRANTOR PLEDGING

ADDITIONAL COLLATERAL]

By:
	Name:
	Title:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Collateral Agent

By:
	Name:
	Title:

E4-3

EXHIBIT III

TO

SECURITY AGREEMENT

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT¹

THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of                     , 20    , is made by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of The Bank of New York Mellon Trust Company, N.A., as Collateral Agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Secured Parties.

W I T N E S S E T H:

WHEREAS, The McClatchy Company (the “Company”), its subsidiaries party thereto as guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity and together with its successors, the “Trustee”) on behalf of the Holders of the Notes, have entered into that certain the Indenture dated as of February 11, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”);

WHEREAS, pursuant to the Indenture, the Company has issued, $875,000,000 aggregate principal amount of its 11.50% Senior Secured Notes due 2017 (together with any Additional Notes or Exchange Notes issued pursuant to the Indenture, the “Notes”) upon the terms and subject to the conditions set forth therein;

WHEREAS, each Grantor has agreed, pursuant to a Security Agreement dated as of February     , 2010 in favor of the Collateral Agent for the benefit of the Secured Parties (the “Security Agreement”), to guarantee the Secured Obligations of the Grantors; and

WHEREAS, all of the Grantors are party to the Security Agreement pursuant to which the Grantors are required to execute and deliver this [Copyright] [Patent] [Trademark] Security Agreement;

NOW, THEREFORE, in consideration of the benefits accruing to each Grantor, the receipt and sufficiency of which are hereby acknowledged, and to induce the Collateral Agent to enter into the Indenture and to induce the Holders to purchase the Notes, each Grantor hereby covenants and agrees with the Collateral Agent for the benefit of the Secured Parties as follows:

Section 1. Defined Terms. Capitalized terms used herein without definition are used as defined in the Security Agreement.

¹ Separate agreements should be executed relating to each Grantor’s respective Copyrights, Patents, and Trademarks.

E3-1

Section 2. Grant of Security Interest in [Copyright] [Trademark] [Patent] Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “[Copyright] [Patent] [Trademark] Collateral”):

(a) [all of its Copyrights and all IP Licenses providing for the grant by or to such Grantor of any right under any Copyright, including, without limitation, those referred to on Schedule 1 hereto;

(b) all renewals, reversions and extensions of the foregoing; and

(c) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.]

or

(a) [all of its Patents and all IP Licenses providing for the grant by or to such Grantor of any right under any Patent, including, without limitation, those referred to on Schedule 1 hereto;

(b) all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; and

(c) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.]

or

(a) [all of its Trademarks and all IP Licenses providing for the grant by or to such Grantor of any right under any Trademark, including, without limitation, those referred to on Schedule 1 hereto;

(b) all renewals and extensions of the foregoing;

(c) all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and

(d) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.]

E4-2

Section 3. Security Agreement. The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and agrees that the rights and remedies of the Collateral Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

Section 4. Grantor Remains Liable. Each Grantor hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their [Copyrights] [Patents] [Trademarks] and IP Licenses subject to a security interest hereunder.

Section 5. Counterparts. This [Copyright] [Patent] [Trademark] Security Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.

Section 6. Governing Law. This [Copyright] [Patent] [Trademark] Security Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[SIGNATURE PAGES FOLLOW]

E4-3

IN WITNESS WHEREOF, each Grantor has caused this [Copyright] [Patent] [Trademark] Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

Very truly yours, [GRANTOR] as Grantor
By:
	Name: Title:

ACCEPTED AND AGREED

as of the date first above written:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Collateral Agent

By:
	Name: Title:

E4-4

SCHEDULE I

TO

[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT

[Copyright] [Patent] [Trademark] Registrations

1. REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS]

[Include Registration Number and Date]

2. [COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS

[Include Application Number and Date]

3. IP LICENSES

[Include complete legal description of agreement (name of agreement, parties and date)].

EX-10.4

Exhibit 10.4

EXECUTION VERSION

FIRST LIEN INTERCREDITOR AGREEMENT

dated as of February 11, 2010,

among

THE McCLATCHY COMPANY,

the other GRANTORS party hereto,

BANK OF AMERICA, N.A.,

as Credit Agreement Collateral Agent,

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Senior Secured Notes Collateral Agent,

and

each ADDITIONAL COLLATERAL AGENT from time to time party hereto

FIRST LIEN INTERCREDITOR AGREEMENT dated as of February 11,2010 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among THE McCLATCHY COMPANY, a Delaware corporation (the “Borrower”), the other GRANTORS (as defined below) party hereto, BANK OF AMERICA, N.A., as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity, the “Credit Agreement Collateral Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent for the Senior Secured Notes Secured Parties (as defined below) (in such capacity, the “Senior Secured Notes Collateral Agent”), and each ADDITIONAL COLLATERAL AGENT from time to time party hereto as collateral agent for any First Lien Obligations (as defined below) of any other Class (as defined below).

The parties hereto agree as follows:

ARTICLE I.

Definitions

SECTION 1.01.        Certain Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Additional Collateral Agent” has the meaning assigned to the term in Article VII.

“Additional First Lien Obligations” means all obligations of the Borrower and the other Grantors that shall have been designated as such pursuant to Article VII.

“Additional First Lien Obligations Documents” means the indentures or other agreements under which Additional First Lien Obligations of any Series are issued or incurred and all other instruments, agreements and other documents evidencing or governing Additional First Lien Obligations of such Series or providing any guarantee, Lien or other right in respect thereof.

“Additional Secured Parties” means the holders of any Additional First Lien Obligations.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Agreement” has the meaning assigned to such term in the preamble hereto.

“Amend” means, in respect of any agreement, to amend, restate, supplement, waive or otherwise modify such agreement, in whole or in part. The terms “Amended” and “Amendment” shall have correlative meanings.

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“Authorized Officer” means, with respect to any Person, the chief executive officer, the chief financial officer, principal accounting officer, any vice president, treasurer, general counsel or another executive officer of such Person.

“Bailee Collateral Agent” has the meaning assigned to such term in Section 4.01(a).

“Bankruptcy Code” means Title 11 of the United States Code.

“Bankruptcy Law” means the Bankruptcy Code and any similar Federal, state or foreign law for the relief of debtors.

“Borrower” has the meaning assigned to such term in the preamble hereto.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Class”, when used in reference to (a) any First Lien Obligations, refers to whether such First Lien Obligations are the Credit Agreement Obligations, the Senior Secured Notes Obligations or the Additional First Lien Obligations of any Series, (b) any Collateral Agent, refers to whether such Collateral Agent is the Credit Agreement Collateral Agent, the Senior Secured Notes Collateral Agent or the Additional Collateral Agent with respect to the Additional First Lien Obligations of any Series, (c) any Bailee Collateral Agent, refers to whether such Bailee Collateral Agent is the Credit Agreement Collateral Agent, the Senior Secured Notes Collateral Agent or the Additional Collateral Agent with respect to the Additional First Lien Obligations of any Series, (d) any Secured Parties, refers to whether such Secured Parties are the Credit Agreement Secured Parties, the Senior Secured Notes Secured Parties or the holders of the Additional First Lien Obligations of any Series, (e) any Secured Credit Documents, refers to whether such Secured Credit Documents are the Credit Agreement Documents, the Senior Secured Notes Documents or the Additional First Lien Obligations Documents with respect to Additional First Lien Obligations of any Series, and (f) any Security Documents, refers to whether such Security Documents are part of the Credit Agreement Documents, the Senior Secured Notes Documents or the Additional First Lien Obligations Documents with respect to Additional First Lien Obligations of any Series.

“Collateral” means all assets of the Borrower or any of the Subsidiaries now or hereafter subject to a Lien securing any First Lien Obligation.

“Collateral Agent Joinder Agreement” means a supplement to this Agreement substantially in the form of Exhibit I, appropriately completed.

“Collateral Agents” means the Credit Agreement Collateral Agent, the Senior Secured Notes Collateral Agent and each Additional Collateral Agent.

“Controlled Shared Collateral” has the meaning assigned to such term in Section 4.01(a).

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“Credit Agreement” means the amended and restated credit agreement dated as of February 11, 2010, by and among the Borrower, the lenders party thereto in their capacities as lenders thereunder and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer, JPMorgan Chase Bank, N.A., as syndication agent, and Banc of America Securities LLC and J.P. Morgan Securities Inc., as joint lead arrangers and joint book managers, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

“Credit Agreement Collateral Agent” has the meaning assigned to such term in the preamble hereto.

“Credit Agreement Collateral Agreement” has the meaning assigned to the term “Security Agreement” in the Credit Agreement.

“Credit Agreement Documents” has the meaning assigned to the term “Loan Documents” in the Credit Agreement.

“Credit Agreement Obligations” has the meaning assigned to the term “Secured Obligations” in the Credit Agreement Collateral Agreement.

“Credit Agreement Secured Parties” has the meaning assigned to the term “Secured Parties” in the Credit Agreement Collateral Agreement.

“Discharge” means, with respect to First Lien Obligations of any Class, (a) payment in full in cash of the principal of and interest on (including interest accruing during the pendency of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allow-able in such Insolvency or Liquidation Proceeding), and premium, if any, on, all Indebtedness outstanding under Secured Credit Documents of such Class, (b) payment in full of all other First Lien Obligations of such Class that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, (c) in the case of the Credit Agreement Ob-ligations, cancellation of or the entry into arrangements satisfactory to the Credit Agreement Collateral Agent and each applicable issuing bank with respect to all letters of credit issued and out-standing under the Credit Agreement Documents (any such arrangement in the form of cash collateralization to be in an amount not greater than 110% of the aggregate undrawn face amount of such letters of credit) and (d) termination or expiration of all commitments to lend under the Credit Agreement Documents.

“Domestic Subsidiary” means each Subsidiary that is organized under the laws of the United States of America or any State thereof or the District of Columbia.

“Event of Default” means an “Event of Default” (or similar event, however denominated) as defined in any Secured Credit Document.

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“First Lien Obligations” means (a) all the Credit Agreement Obligations, (b) all the Senior Secured Notes Obligations and (c) all the Additional First Lien Obligations.

“Grantor Joinder Agreement” means a supplement to this Agreement substantially in the form of Exhibit II, appropriately completed.

“Grantors” means, at any time, the Borrower and each Domestic Subsidiary that, at such time, (a) pursuant to Security Documents of any Class has granted a Lien on any of its assets to secure any First Lien Obligations of such Class and (b) pursuant to Security Documents of any other Class has granted a Lien on any of its assets to secure any First Lien Obligations of such other Class.

“Impairment” has the meaning assigned to such term in Section 2.02.

“Insolvency or Liquidation Proceeding” means:

(a)        any case commenced by or against the Borrower or any other Grantor under any Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Borrower or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Borrower or any other Grantor or any similar case or proceeding relative to the Borrower or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(b)        any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Borrower or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(c)        any other proceeding of any type or nature in which substantially all claims of creditors of the Borrower or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“Intervening Creditor” has the meaning assigned to such term in Section 2.02.

“Intervening Lien” has the meaning assigned to such term in Section 2.02.

“LC Cash Collateral” means (a) any account utilized by the Borrower to Cash Collateralize (as defined in the Credit Agreement) its reimbursement obligations in respect of Letters of Credit (as defined in the Credit Agreement), and (b) all other Collateral consisting of cash and cash equivalents pledged to secure Credit Agreement Obligations consisting of reimbursement obligations of the Borrower or any Subsidiary in respect of Letters of Credit; provided that the aggregate amount of such LC Cash Collateral does not exceed 110% of the aggregate face amount of all such Letters of Credit outstanding from time to time.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset.

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“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Proceeds” has the meaning assigned to such term in Section 2.01(b).

“Refinance” means, in respect of any indebtedness, to refinance, extend, renew, refund, restructure or replace, or to issue other Indebtedness in exchange or replacement for, such Indebtedness, in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Related Secured Credit Document” means, with respect to the Collateral Agent or Secured Parties of any Class, the Secured Credit Documents of such Class.

“Related Secured Parties” means, with respect to the Collateral Agent of any Class, the Secured Parties of such Class.

“Secured Credit Documents” means, collectively, (a) the Credit Agreement Documents, (b) the Senior Secured Notes Documents and (c) the Additional First Lien Obligations Documents.

“Secured Parties” means (a) the Credit Agreement Secured Parties, (b) the Senior Secured Notes Secured Parties and (c) the Additional Secured Parties.

“Security Documents” means (a) the Credit Agreement Collateral Agreement and the other Collateral Documents (as defined in the Credit Agreement), (b) the Senior Secured Notes Collateral Agreement and each other agreement entered into in favor of the Senior Secured Notes Collateral Agent for the purpose of securing the Senior Secured Notes Obligations and (c) any other agreement entered into in favor of the Collateral Agent of any other Class for the purpose of securing the First Lien Obligations of such Class.

“Senior Secured Notes Collateral Agent” has the meaning assigned to such term in the preamble hereto.

“Senior Secured Notes Collateral Agreement” has the meaning assigned to the term “Collateral Agreement” in the Senior Secured Notes Indenture.

“Senior Secured Notes Documents” means the Senior Secured Notes Indenture, the Senior Secured Notes Collateral Agreement and all other instruments, agreements and other documents evidencing or governing the Senior Secured Notes Obligations or providing any Guarantee, Lien or other right in respect thereof.

“Senior Secured Notes Indenture” means that certain Indenture, dated as of February 11, 2010, among the Borrower, the other Grantors party thereto, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as the Trustee.

“Senior Secured Notes Obligations” has the meaning assigned to the term “Obligations” in the Senior Secured Notes Collateral Agreement.

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“Senior Secured Notes Secured Parties” means the holders of any Senior Secured Notes Obligations.

“Series”, when used in reference to Additional First Lien Obligations, refers to such Additional First Lien Obligations as shall have been issued or incurred pursuant to the same indentures or other agreements and with respect to which the same Person acts as the Additional Collateral Agent.

“Shared Collateral” means, at any time, Collateral on which Collateral Agents or Secured Parties of any two or more Classes have at such time a valid and perfected Lien (including as a result of the agreements set forth in Section 4.01); provided that the LC Cash Collateral shall not constitute Shared Collateral. If First Lien Obligations of more than two Classes are outstanding at any time, then any Collateral shall constitute Shared Collateral with respect to First Lien Obligations of any Class only if the Collateral Agent or Secured Parties of such Class have at such time a valid and perfected Lien on such Collateral.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

SECTION 1.02.        Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (c) the words “herein”, “hereof and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections and Exhibits shall be construed to refer to Articles, and Sections of, and Exhibits to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.03.        Concerning the Credit Agreement Collateral Agent and the Senior Secured Notes Collateral Agent.

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(a)        Each acknowledgement, agreement, consent and waiver (whether express or implied) in this Agreement made by the Credit Agreement Collateral Agent, whether on behalf of itself or any of its Related Secured Parties, is made in reliance on the authority granted to the Credit Agreement Collateral Agent pursuant to the authorization thereof under the Credit Agreement. It is understood and agreed that the Credit Agreement Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into whether any of its Related Secured Parties is in compliance with the terms of this Agreement, and no party hereto or any other Secured Party shall have any right of action whatsoever against the Credit Agreement Collateral Agent for any failure of any of its Related Secured Parties to comply with the terms hereof or for any of its Related Secured Parties taking any action contrary to the terms hereof.

(b)        Each acknowledgement, agreement, consent and waiver (whether express or implied) in this Agreement made by the Senior Secured Notes Collateral Agent, whether on behalf of itself or any of its Related Secured Parties, is made in reliance on the authority granted to the Senior Secured Notes Collateral Agent pursuant to the authorization thereof under the Senior Secured Notes Indenture. It is understood and agreed that the Senior Secured Notes Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into whether any of its Related Secured Parties is in compliance with the terms of this Agreement, and no party hereto or any other Secured Party shall have any right of action whatsoever against the Senior Secured Notes Collateral Agent for any failure of any of its Related Secured Parties to comply with the terms hereof or for any of its Related Secured Parties taking any action contrary to the terms hereof.

(c)        Each acknowledgement, agreement, consent and waiver (whether express or implied) in this Agreement made by any Additional Collateral Agent, whether on behalf of itself or any of its Related Secured Parties, is made in reliance on the authority granted to such Additional Collateral Agent pursuant to the authorization thereof under the Additional First Lien Obligations Documents relating to such Class of First Lien Obligations. It is understood and agreed that no Additional Collateral Agent shall be responsible for or have any duty to ascertain or inquire into whether any of its Related Secured Parties is in compliance with the terms of this Agreement, and no party hereto or any other Secured Party shall have any right of action whatsoever against the Additional Collateral Agent for any failure of any of its Related Secured Parties to comply with the terms hereof or for any of its Related Secured Parties taking any action contrary to the terms hereof.

ARTICLE II.

Lien Priorities; Proceeds

SECTION 2.01.        Relative Priorities.

(a) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Shared Collateral securing any First Lien Obligation, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any Secured Credit Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.02), each Collateral Agent, for itself and on behalf of its Related Secured

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Parties, agrees that valid and perfected Liens on any Shared Collateral securing First Lien Obligations of any Class shall be of equal priority.

(b)        Each Collateral Agent, for itself and on behalf of its Related Secured Parties, agrees that, notwithstanding any provision of any Secured Credit Document to the contrary (but subject to Section 2.02), if (i) an Event of Default shall have occurred and is continuing and such Collateral Agent or any of its Related Secured Parties is taking action to enforce rights or exercise remedies in respect of any Shared Collateral (including any such action referred to in Section 3.01(a)), (ii) any distribution is made in respect of any Shared Collateral in any Insolvency or Liquidation Proceeding of the Borrower or any other Grantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of any Shared Collateral obtained by such Collateral Agent or any of its Related Secured Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall be applied as follows:

(i)        (i) FIRST, to (A) the payment of all amounts owing to such Collateral Agent (in its capacity as such) pursuant to the terms of any Related Secured Credit Document, (B) in the case of any such enforcement of rights or exercise of remedies, to the payment of all costs and expenses incurred by such Collateral Agent or any of its Related Secured Parties in connection therewith, including all court costs and the reasonable fees and expenses of agents and legal counsel, and (C) in the case of any such payment pursuant to any such intercreditor agreement, to the payment of all costs and expenses incurred by such Collateral Agent or any of its Related Secured Parties in enforcing its rights thereunder to obtain such payment;

(ii)        SECOND, to the payment in full of the First Lien Obligations of each Class secured by a valid and perfected Lien on such Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Classes of First Lien Obligations, ratably in accordance with the amounts of the First Lien Obligations of each such Class on the date of such application); provided that amounts applied under this clause SECOND during any period when the First Lien Obligations of any such Class shall not be due and payable in full shall be allocated to the First Lien Obligations of such Class as if such First Lien Obligations were at the time due and payable in full, and any amounts allocated to the payment of the First Lien Obligations of such Class that are not yet due and payable shall be transferred to, and held by, the Collateral Agent of such Class solely as collateral for the First Lien Obligations of such Class (and shall not constitute Shared Collateral for purposes hereof) until the date on which the First Lien Obligations of such Class shall have become due and payable in full (at which time such amounts shall be applied to the payment thereof); and

(iii)        THIRD, after payment in full of all the First Lien Obligations, to the holders of any junior Liens on the Shared Collateral and thereafter to the Borrower and the other

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Grantors or their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct.

SECTION 2.02.        Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class (and not the Secured Parties of any other Class) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class are unenforceable under applicable law or are subordinated to any other obligations (other than to any First Lien Obligations), (ii) any First Lien Obligations of such Class do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class, but junior to the Lien on such Shared Collateral securing any First Lien Obligations of any other Class (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”), or (b) the existence of any Collateral securing First Lien Obligations of any other Class that does not constitute Shared Collateral with respect to First Lien Obligations of such Class (any condition referred to in clause (a) or (b) with respect to First Lien Obligations of such Class being referred to as an “Impairment” of such Class). In the event an Impairment exists with respect to First Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class, and the rights of the Secured Parties of such Class (including the right to receive distributions in respect of First Lien Obligations of such Class pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.

SECTION 2.03.        Payment Over. Each Collateral Agent, on behalf of itself and its Related Secured Parties, agrees that if such Collateral Agent or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or receive any Proceeds (other than as a result of any application of Proceeds pursuant to Section 2.01(b)), (i) such Collateral Agent or its Related Secured Party, as the case may be, shall promptly inform each Collateral Agent thereof, (ii) such Collateral Agent or its Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of any Class entitled thereto pursuant to Section 2.01(b) and, with respect to any Shared Collateral constituting Controlled Shared Collateral, such Collateral Agent shall comply with the provisions of Section 4.01 and (iii) in the case of any such Proceeds, such Proceeds shall be applied in accordance with Section 2.01(b) as promptly as practicable.

SECTION 2.04.        Determinations with Respect to Amounts of Obligations and Liens. Whenever the Collateral Agent of any Class shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any other Class, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any other Class (and whether such Lien constitutes a valid and perfected

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Lien), it may request that such information be furnished to it in writing by the Collateral Agent of such other Class and shall be entitled to make such determination on the basis of the information so furnished; provided that if, notwithstanding the request of the Collateral Agent of such Class, the Collateral Agent of such other Class shall fail or refuse reasonably promptly to provide the requested information, the Collateral Agent of such Class shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of an Authorized Officer of the Borrower. Each Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any Secured Party or any other Person as a result of such determination or any action taken or not taken pursuant thereto.

ARTICLE III.

Rights and Remedies; Matters Relating to Shared Collateral

SECTION 3.01.        Exercise of Rights and Remedies.

(a)        Subject to paragraph (b) of this Section, nothing in this Agreement shall affect the ability of any Collateral Agent or any of its Related Secured Parties (i) to enforce any rights and exercise any remedies with respect to any Shared Collateral available under any Related Secured Credit Documents or applicable law, including any right of set-off and any determinations regarding the release of Liens on, or any sale, transfer or other disposition of, any Shared Collateral, or any other rights or remedies available to a secured creditor under the Uniform Commercial Code of any jurisdiction, the Bankruptcy Code or any other Bankruptcy Law, or (ii) to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding). Subject to paragraph (b) of this Section, any such exercise of rights and remedies by any Collateral Agent or any of its Related Secured Parties may be made in such order and in such manner as such Collateral Agent or its Related Secured Parties may, subject to the provisions of their Related Secured Credit Documents, determine in their sole discretion.

(b)        Notwithstanding paragraph (a) of this Section:

(i)        each Collateral Agent and its Related Secured Parties shall remain subject to, and bound by, all covenants or agreements made herein by or on behalf of such Collateral Agent or its Related Secured Parties;

(ii)        each Collateral Agent agrees, on behalf of itself and its Related Secured Parties, that, prior to the commencement of any enforcement of rights or any exercise of remedies with respect to any Shared Collateral by such Collateral Agent or any of its Related Secured Parties, such Collateral Agent or its Related Secured Party, as the case may be, shall provide prior written notice thereof to each other Collateral Agent, such notice to be provided as far in advance of such commencement as reasonably practicable, and shall consult with each other Collateral Agent on a regular basis in connection with such enforcement or exercise; and

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(iii)        each Collateral Agent agrees, on behalf of itself and its Related Secured Parties, that such Collateral Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other Collateral Agent and its Related Secured Parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateral.

SECTION 3.02.        Prohibition on Contesting Liens. Each Collateral Agent agrees, on behalf of itself and its Related Secured Parties, that neither such Collateral Agent nor any of its Related Secured Parties will, and each hereby waives any right to, contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity, attachment or enforceability of a Lien held by or on behalf of any other Collateral Agent or any of its Related Secured Parties in all or any part of the Shared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent or any of its Related Secured Parties to enforce this Agreement.

SECTION 3.03.        Prohibition on Challenging this Agreement. Each Collateral Agent agrees, on behalf of itself and its Related Secured Parties, that neither such Collateral Agent nor any of its Related Secured Parties will attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent or any of its Related Secured Parties to enforce this Agreement.

SECTION 3.04.        Release of Liens. The parties hereto agree and acknowledge that the release of Liens on any Shared Collateral securing First Lien Obligations of any Class, whether in connection with a sale, transfer or other disposition of such Shared Collateral or otherwise, shall be governed by and subject to the Secured Credit Documents of such Class, and that nothing in this Agreement shall be deemed to amend or affect the terms of the Secured Credit Documents of such Class with respect thereto.

SECTION 3.05.        Insurance and Condemnation Awards. So long as the Discharge of the Credit Agreement Obligations has not occurred, the Credit Agreement Collateral Agent and its Related Secured Parties shall have the exclusive right, subject to the rights of the Grantors under and solely to the extent provided in the Credit Agreement Documents, to settle and adjust claims in respect of Shared Collateral under policies of insurance covering Shared Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Shared Collateral; provided that any Proceeds arising therefrom shall be subject to Article II.

ARTICLE IV.

Controlled Shared Collateral

SECTION 4.01.        Bailment for Perfection of Security Interests.

(a)        Each Collateral Agent agrees that if it shall at any time hold a Lien on any Shared Collateral that can be perfected by the possession or control of such Shared Collateral or of

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any deposit, securities or other account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the possession or under the control of such Collateral Agent, or of agents or bailees of such Collateral Agent (such Shared Collateral being referred to herein as the “Controlled Shared Collateral”), such Collateral Agent shall, solely for the purpose of perfecting the Liens of any other Collateral Agent granted on such Shared Collateral under its Related Secured Credit Documents and subject to the terms and conditions of this Article, also hold such Controlled Shared Collateral as gratuitous bailee and sub-agent for each such other Collateral Agent (any Collateral Agent that shall be holding any Controlled Shared Collateral as gratuitous bailee and sub-agent being referred to herein as the “Bailee Collateral Agent”). In furtherance of the foregoing, each Collateral Agent appoints each Bailee Collateral Agent as such Collateral Agent’s gratuitous bailee and sub-agent hereunder with respect to any Controlled Shared Collateral that such Bailee Collateral Agent possesses or controls at any time solely for the purpose of perfecting a Lien on such Controlled Shared Collateral.

(b)        In furtherance of the foregoing, each Grantor hereby grants a security interest in the Controlled Shared Collateral to each Collateral Agent that possesses or controls Controlled Shared Collateral as permitted in Section 4.01(a) for the benefit of the Secured Parties under any other Class of First Lien Obligations which have been granted a Lien on the Controlled Shared Collateral possessed or controlled by such Collateral Agent.

(c)        For purposes of this Section, the Bailee Collateral Agent shall be entitled to deal with the applicable Controlled Shared Collateral in accordance with the terms of its Related Secured Credit Documents as if the Liens thereon of the Collateral Agent or Secured Parties of any other Class (and the agreements set forth in paragraph (a) of this Section) did not exist; provided that any Proceeds arising from any such Controlled Shared Collateral shall be subject to Article II. The obligations and responsibilities of any Bailee Collateral Agent to any other Collateral Agent or any of its Related Secured Parties under this Article shall be limited solely to holding or controlling the applicable Controlled Shared Collateral as gratuitous bailee and subagent in accordance with this Article. Without limiting the foregoing, (i) no Bailee Collateral Agent shall have any obligation or responsibility to ensure that any Controlled Shared Collateral is genuine or owned by any of the Grantors, (ii) no Bailee Collateral Agent shall, by reason of this Agreement, any other Security Document or any other document, have a fiduciary relationship or other implied duties in respect of any other Collateral Agent or any other Secured Party and (iii) without affecting the agreement of any Bailee Collateral Agent to act as a gratuitous bailee and sub-agent solely for the purpose set forth in paragraph (a) of this Section or the right of any other Collateral Agent to enforce the rights and exercise the remedies (in each case other than through such Bailee Collateral Agent) as set forth in Section 3.01, each Collateral Agent agrees that such Collateral Agent shall not issue any instructions to any Bailee Collateral Agent, in its capacity as a gratuitous bailee and sub-agent of such Collateral Agent, with respect to the Controlled Shared Collateral or otherwise seek to exercise control over any Bailee Collateral Agent.

(d)        The Bailee Collateral Agent of any Class shall, upon the Discharge of the First Lien Obligations of such Class, transfer the possession and control of the applicable Controlled Shared Collateral, together with any necessary endorsements but without recourse or warranty, (i) if

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First Lien Obligations of any other Class are outstanding at such time, to the Collateral Agent of such other Class (or, if First Lien Obligations of more than one other Class are out-standing at such time, to the Collateral Agent of the same Class as the Class of the First Lien Obligations the aggregate principal amount of which outstanding at such time exceeds the aggregate principal amount of the First Lien Obligations of any other Class outstanding at such time) and (ii) if no First Lien Obligations are outstanding at such time, to the applicable Grantor or as directed by a court of competent jurisdiction, in each case so as to allow such Person to obtain possession and control of such Controlled Shared Collateral. In connection with any transfer under clause (i) above by any Bailee Collateral Agent, such Bailee Collateral Agent agrees to take all actions in its power as shall be reasonably requested by the transferee Collateral Agent to permit the transferee Collateral Agent to obtain, for the benefit of its Related Secured Parties, a first priority security interest in the applicable Controlled Shared Collateral.

SECTION 4.02.        Control over Deposit and Securities Accounts. Each Collateral Agent shall have the sole right, subject to the rights of the Grantors under the Credit Agreement Documents and Senior Secured Notes Documents, to give any instructions, directions and entitlement orders (including any blockage or withdrawal instructions) with respect to any deposit, securities or other accounts, or any funds contained therein, with respect to which the Credit Agreement Collateral Agent or the Senior Secured Notes Collateral Agent, as applicable, constitutes the Bailee Collateral Agent; provided that (a) any amounts withdrawn therefrom shall be subject to Article II and (b) the exercise of such rights and powers shall be subject to Sections 3.01 (b)(ii) and 3.01 (b)(iii). Without limitation of the foregoing, a Bailee Collateral Agent that holds any such deposit, securities or other accounts, or any funds contained therein, shall have the rights and the obligations of a Bailee Collateral Agent more particularly set forth in Section 4.01.

SECTION 4.03.        Delivery of Documents. Promptly after the execution and delivery to any Collateral Agent by any Grantor of any Security Document (other than (a) any Security Document in effect on the date hereof and (b) any Additional First Lien Obligations Document referred to in paragraph (b) of Article VII, but including any amendment, amendment and restatement, waiver or other modification of any such Security Document or Additional First Lien Obligations Document), the Borrower shall deliver to each Collateral Agent party hereto at such time a copy of such Security Document.

ARTICLE V.

Other Agreements

SECTION 5.01.        Concerning Secured Credit Documents.

(a)        The Secured Credit Documents of any Class may be Amended, in whole or in part, in accordance with their terms, in each case without notice to or the consent of the Collateral Agent or any Secured Parties of any other Class; provided that nothing in this paragraph shall affect any limitation on any such Amendment that is set forth in the Secured Credit Documents of any such other Class.

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(b)        The Grantors agree that each Security Document (other than any Credit Agreement Document executed and delivered prior to the date hereof, without limitation of the applicability of this Agreement thereto) creating a Lien on any Shared Collateral securing any First Lien Obligations (i) shall contain a legend substantially in the form of Annex II, or similar provisions approved by the Credit Agreement Collateral Agent, which approval shall not be unreasonably withheld, and (ii) shall provide that all powers, rights and remedies under such Security Document with respect to Shared Collateral may be exercised solely by the Collateral Agent of the applicable Class on behalf of the Secured Parties of such Class in accordance with the terms thereof, and that no other Secured Party of the applicable Class shall have any right individually to realize upon any of the Liens on Shared Collateral granted thereunder to secure First Lien Obligations of such Class.

(c)        The Grantors agree that they shall not grant to any Person any Lien on any Shared Collateral securing First Lien Obligations of any Class other than through the Collateral Agent of such Class (it being understood that the foregoing shall not be deemed to prohibit grants of set-off rights to Secured Parties of any Class).

SECTION 5.02.        Refinancings. The First Lien Obligations of any Class may be Refinanced, in whole or in part, in each case, without notice to, or the consent of the Collateral Agent or Secured Party of any other Class, all without affecting the priorities provided for herein or the other provisions hereof; provided that nothing in this paragraph shall affect any limitation on any such Refinancing that is set forth in the Secured Credit Documents of any such other Class; and provided further that, if any obligations of the Grantors in respect of such Refinancing indebtedness shall be secured by Liens on any Shared Collateral, such obligations and the holders thereof shall be subject to and bound by the provisions of this Agreement.

SECTION 5.03.        Reinstatement. If, in any Insolvency or Liquidation Proceeding or otherwise, all or part of any payment with respect to the First Lien Obligations of any Class previously made shall be rescinded for any reason whatsoever (including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar law), then the terms and conditions of Article II shall be fully applicable thereto until all the First Lien Obligations of such Class shall again have been paid in full in cash.

SECTION 5.04.        Reorganization Modifications. In the event the First Lien Obligations of any Class are modified pursuant to applicable law, including Section 1129 of the Bankruptcy Code, any reference to the First Lien Obligations of such Class or the Secured Credit Documents of such Class shall refer to such obligations or such documents as so modified.

SECTION 5.05.        Further Assurances. Each of the Collateral Agents and the Grantors agrees that it will execute, or will cause to be executed, any and all further documents, agreements and instruments, and take all such further actions, as may be required under any applicable law, or which any Collateral Agent may reasonably request, to effectuate the terms of this Agreement.

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ARTICLE VI.

No Reliance; No Liability

SECTION 6.01.        No Reliance; Information. Each Collateral Agent, for itself and on behalf of its Related Secured Parties, acknowledges that (a) such Collateral Agent and its Related Secured Parties have, independently and without reliance upon any other Collateral Agent or any of its Related Secured Parties, and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into the Secured Credit Documents to which they are party and (b) such Collateral Agent and its Related Secured Parties will, independently and without reliance upon any other Collateral Agent or any of its Related Secured Parties, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decision in taking or not taking any action under this Agreement or any other Secured Credit Document to which they are party. The Collateral Agent or Secured Parties of any Class shall have no duty to disclose to any Collateral Agent or any Secured Party of any other Class any information relating to the Borrower or any of the Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations, that is known or becomes known to any of them or any of their Affiliates. If the Collateral Agent or any Secured Party of any Class, in its sole discretion, undertakes at any time or from time to time to provide any such information to, as the case may be, the Collateral Agent or any Secured Party of any other Class, it shall be under no obligation (i) to make, and shall not be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any sub-sequent occasion or (iii) to undertake any investigation.

SECTION 6.02.        No Warranties or Liability.

(a)        Each Collateral Agent, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that no Collateral Agent or Secured Party of any other Class has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Secured Credit Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Collateral Agent and the Secured Parties of any Class will be entitled to manage and supervise their loans and other extensions of credit in the manner determined by them.

(b)        No Collateral Agent or Secured Parties of any Class shall have any express or implied duty to the Collateral Agent or any Secured Party of any other Class to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of a default or an Event of Default under any Secured Credit Document (other than, in each case, this Agreement), regardless of any knowledge thereof that they may have or be charged with.

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ARTICLE VII.

Additional First Lien Obligations

The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Subsidiaries that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:

(a)        describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;

(b)        setting for the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attached copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;

(c)        identifying the Person that serves as the Additional Collateral Agent;

(d)        certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;

(e)        certifying that the Additional First Lien Obligations Documents (A) meet the requirements of Section 5.01(b) and (B) authorize the Additional Collateral Agent to become a party hereto by executing and delivering a Collateral Agent Joinder Agreement and provide that upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and

(f)        attaching a fully completed Collateral Agent Joinder Agreement executed and delivered by the Additional Collateral Agent.

Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice shall become Additional First Lien Obligations for all purposes of this Agreement.

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ARTICLE VIII.

Miscellaneous

SECTION 8.01.        Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

(a)        if to any Grantor, to it (or, in the case of any Grantor other than the Borrower, to it in care of the Borrower) at The McClatchy Company, 2100 “Q” Street, Sacramento, California 95816 (Fax: (916) 326-5586); Attention: Karole Morgan-Prager;

(b)        if to the Credit Agreement Collateral Agent, to it at Bank of America, N.A., 800 Fifth Avenue, Mail Code: WA-507-17-32, Seattle Washington 98104 (Fax: (415)343-0559); Attention: Ken Puro;

(c)        if to the Senior Secured Notes Collateral Agent, to it at The Bank of New York Mellon Trust Company, N.A., 700 S. Flower Street, Suite 500, Los Angeles, California 90017 (fax (213) 630-6298); Attention: Alex Briffett; and

(d)        if to any Additional Collateral Agent, to it at the address set forth in the applicable Collateral Agent Joinder Agreement.

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by facsimile or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section or in accordance with the latest unrevoked direction from such party given in accordance with this Section. As agreed to in writing by any party hereto from time to time, notices and other communications to such party may also be delivered by e-mail to the e-mail address of a representative of such party provided from time to time by such party.

SECTION 8.02.        Waivers; Amendment; Joinder Agreements.

(a)        No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the

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specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

(b)        Neither this Agreement nor any provision hereof may be waived, amended or otherwise modified except pursuant to an agreement or agreements in writing entered into by each Collateral Agent then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any Grantor without the Borrower’s prior written consent; provided further that (i) without the consent of any party hereto, (A) this Agreement may be supplemented by a Collateral Agent Joinder Agreement, and an Additional Collateral Agent may become a party hereto, in accordance with Article VII and (B) this Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 8.12, and (ii) in connection with any Refinancing of First Lien Obligations of any Class, the Collateral Agents then party hereto shall enter (and are hereby authorized to enter without the consent of any other Secured Party), at the request of any Collateral Agent or the Borrower, into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing and are reasonably satisfactory to each such Collateral Agent.

SECTION 8.03.        Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement. No other Person shall have or be entitled to assert rights or benefits hereunder.

SECTION 8.04.        Effectiveness; Survival. This Agreement shall become effective when executed and delivered by the parties hereto. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. This Agreement shall continue in full force and effect notwithstanding the commencement of any Insolvency or Liquidation Proceeding against the Borrower or any of the Subsidiaries.

SECTION 8.05.        Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 8.06.        Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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SECTION 8.07.        Governing Law; Jurisdiction; Consent to Service of Process.

(a)        This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)        Each party hereto irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, New York County and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party hereto or any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against any party hereto or its properties in the courts of any jurisdiction.

(c)        Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each party hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)        Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 8.01, such service to be effective upon receipt. Nothing in this Agreement will affect the right of any party hereto or any Secured Party to serve process in any other manner permitted by law.

SECTION 8.08.        WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

-19-

SECTION 8.09.        Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 8.10.        Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any other Secured Credit Documents, the provisions of this Agreement shall control.

SECTION 8.11.        Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the Secured Parties in relation to one another. Except as expressly provided in this Agreement, none of the Borrower, any other Grantor, any other Subsidiary or any other creditor of any of the fore-going shall have any rights or obligations hereunder, and none of the Borrower, any other Grantor or any other Subsidiary may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations as and when the same shall become due and payable in accordance with their terms.

SECTION 8.12.        Additional Grantors. In the event any Subsidiary shall have granted a Lien on any of its assets to secure any First Lien Obligations, the Borrower shall cause such Subsidiary, if not already a party hereto, to become a party hereto as a “Grantor”. Upon the execution and delivery by any Subsidiary of a Grantor Joinder Agreement, any such Subsidiary shall become a party hereto and a Grantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such instrument shall not require the consent of any other party hereto. The rights and obligations of each party hereto shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

SECTION 8.13.        Specific Performance. Each Collateral Agent, on behalf of itself and its Related Secured Parties, may demand specific performance of this Agreement. Each Collateral Agent, on behalf of itself and its Related Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action which may be brought by the Secured Parties.

SECTION 8.14.        Integration. This Agreement, together with the other Secured Credit Documents, represents the agreement of each of the Grantors and the Secured Parties with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by any Grantor, any Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Credit Documents.

[signature page follows]

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

BANK OF AMERICA, N.A., as Credit Agree Collateral Agent,
By:	/s/ Illegible
	Name:
	Title:

[Signature Page to Intercreditor Agreement]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Senior Secured Notes Collateral Agent,
By:	/s/ Alex Briffett
	Name:	John (Alex) Briffett
	Title:	Authorized Signatory

[Signature Page to Intercreditor Agreement]

THE MCCLATCHY COMPANY,
By:	/s/ Patrick J. Talamantes
	Name:	Patrick J. Talamantes
	Title:	Vice President, Finance and Chief Financial Officer

[Signature Page to Intercreditor Agreement]

ABOARD PUBLISHING, INC.

ANCHORAGE DAILY NEWS, INC.

BELTON PUBLISHING COMPANY, INC.

BISCAYNE BAY PUBLISHING, INC.

CASS COUNTY PUBLISHING COMPANY

COLUMBUS LEDGER-ENQUIRER, INC.

CYPRESS MEDIA, INC.

EAST COAST NEWSPAPERS, INC.

GULF PUBLISHING COMPANY, INC.

HLB NEWSPAPERS, INC.

KELTATIM PUBLISHING COMPANY, INC.

KEYNOTER PUBLISHING COMPANY, INC.

LEE’S SUMMIT JOURNAL, INCORPORATED

LEXINGTON H-L SERVICES, INC.

MACON TELEGRAPH PUBLISHING COMPANY

MAIL ADVERTISING CORPORATION

MCCLATCHY INTERACTIVE WEST

MCCLATCHY INVESTMENT COMPANY

MCCLATCHY NEWSPAPERS, INC.

MCCLATCHY U.S.A., INC.

MIAMI HERALD MEDIA COMPANY

NEWSPRINT VENTURES, INC.

NITTANY PRINTING AND PUBLISHING

COMPANY

NOR-TEX PUBLISHING, INC.

OLYMPIC-CASCADE PUBLISHING, INC.

PACIFIC NORTHWEST PUBLISHING COMPANY,

INC

STAR-TELEGRAM, INC.

TACOMA NEWS, INC.

THE BRADENTON HERALD, INC.

THE CHARLOTTE OBSERVER PUBLISHING COMPANY

THE NEWS AND OBSERVER PUBLISHING COMPANY

THE STATE MEDIA COMPANY

THE SUN PUBLISHING COMPANY, INC.

WICHITA EAGLE AND BEACON PUBLISHING

COMPANY, INC.

WINGATE PAPER COMPANY

By:	/s/ Patrick J. Talamantes
	Name:	Patrick J. Talamantes
	Title:	Vice President

[Signature Page to Intercreditor Agreement]

MCCLATCHY INTERACTIVE LLC MCCLATCHY MANAGEMENT SERVICES, INC. QUAD COUNTY PUBLISHING, INC.
By:	/s/ Patrick Talamantes
	Name:	Patrick Talamantes
	Title:	President
BELLINGHAM HERALD PUBLISHING, LLC IDAHO STATESMAN PUBLISHING, LLC OLYMPIAN PUBLISHING, LLC
By:	Pacific Northwest Publishing Company, Inc., its Sole Member
By:	/s/ Patrick Talamantes
	Name:	Patrick Talamantes
	Title:	Vice President
CYPRESS MEDIA, LLC
By:	Cypress Media, Inc.,
	its Sole Member
By:	/s/ Patrick Talamantes
	Name:	Patrick Talamantes
	Title:	Vice President
SAN LUIS OBISPO TRIBUNE, LLC
By:	The McClatchy Company,
	its Sole Member
By:	/s/ Patrick J. Talamantes
	Name:	Patrick J. Talamantes
	Title:	Vice President, Finance and Chief Financial Officer

[Signature Page to Intercreditor Agreement]

ANNEX I

GRANTORS

Aboard Publishing, Inc., a Florida corporation

Anchorage Daily News, Inc., an Alaska corporation

Bellingham Herald Publishing, LLC, a Delaware limited liability company

Belton Publishing Company, Inc., a Missouri corporation

Biscayne Bay Publishing, Inc., a Florida corporation

Cass County Publishing Company, a Missouri corporation

Columbus-Ledger Enquirer, Inc., a Georgia corporation

Cypress Media, Inc., a New York corporation

Cypress Media, LLC, a Delaware limited liability company

East Coast Newspapers, Inc., a South Carolina corporation

Gulf Publishing Company, Inc., a Mississippi corporation

HLB Newspapers, Inc., a Missouri corporation

Idaho Statesman Publishing, LLC, a Delaware limited liability company

Keltatim Publishing Company, Inc., a Kansas corporation

Keynoter Publishing Company, Inc., a Florida corporation

Lee’s Summit Journal, Incorporated, a Missouri corporation

Lexington H-L Services, Inc., a Kentucky corporation

Macon Telegraph Publishing Company, a Georgia corporation

Mail Advertising Corporation, a Texas corporation

McClatchy Interactive LLC, a Delaware limited liability company

McClatchy Interactive West, a Delaware corporation

McClatchy Investment Company, a Delaware corporation

McClatchy Management Services, Inc., a Delaware corporation

McClatchy Newspapers, Inc., a Delaware corporation

McClatchy U.S.A., Inc., a Delaware corporation

Miami Herald Media Company, a Delaware corporation

Newsprint Ventures, Inc., a California corporation

Nittany Printing and Publishing Company, a Pennsylvania corporation

Nor-Tex Publishing, Inc., a Texas corporation

Olympian Publishing, LLC, a Delaware limited liability company

Olympic-Cascade Publishing, Inc., a Washington corporation

Pacific Northwest Publishing Company, Inc., a Florida corporation

Quad County Publishing, Inc., an Illinois corporation

San Luis Obispo Tribune, LLC, a Delaware limited liability company

Star-Telegram, Inc., a Delaware corporation

Tacoma News, Inc., a Washington corporation

The Bradenton Herald, Inc., a Florida corporation

The Charlotte Observer Publishing Company, a Delaware corporation

The McClatchy Company, a Delaware corporation

The News and Observer Publishing Company, a North Carolina corporation

The State Media Company, a South Carolina corporation

The Sun Publishing Company, Inc., a South Carolina corporation

Wichita Eagle and Beacon Publishing Company, Inc., a Kansas corporation

Wingate Paper Company, a Delaware corporation

Annex I-1

ANNEX II

SECURITY DOCUMENTS LEGEND

THIS [NAME OF SECURITY DOCUMENT] IS SUBJECT TO THE PROVISIONS OF THE FIRST LIEN INTERCREDITOR AGREEMENT DATED AS OF FEBRUARY 11,2010 (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME), AMONG THE McCLATCHY COMPANY, THE GRANTORS PARTY THERETO, BANK OF AMERICA, N.A., AS CREDIT AGREEMENT COLLATERAL AGENT, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS SENIOR SECURED NOTES COLLATERAL AGENT, AND EACH ADDITIONAL COLLATERAL AGENT FROM TIME TO TIME PARTY THERETO.

Annex II-1

EXHIBIT I

[FORM OF] COLLATERAL AGENT JOINDER AGREEMENT NO. [ ]dated as of [    ], 20[    ] (the “Joinder Agreement”) to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of February 11, 2010 (the “Intercreditor Agreement”), among THE McCLATCHY COMPANY, a Delaware corporation (the “Borrower”), the GRANTORS party thereto, BANK OF AMERICA, N.A., as the Credit Agreement Collateral Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Senior Secured Notes Collateral Agent, and each ADDITIONAL COLLATERAL AGENT from time to time party thereto.

A.        Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

B.        The Borrower proposes to issue or incur Additional First Lien Obligations and the Person identified in the signature pages hereto as the “Additional Collateral Agent” (the “Additional Collateral Agent”) will serve as the collateral agent, collateral trustee or a similar representative for the Additional Secured Parties. The Additional First Lien Obligations are being designated as such by the Borrower in accordance with Article VII of the First Lien Intercreditor Agreement.

C.        The Additional Collateral Agent wishes to become a party to the First Lien Intercreditor Agreement and to acquire and undertake, for itself and on behalf of the Additional Secured Parties, the rights and obligations of an “Additional Collateral Agent” thereunder. The Additional Collateral Agent is entering into this Joinder Agreement in accordance with the provisions of the First Lien Intercreditor Agreement in order to become an Additional Collateral Agent thereunder.

Accordingly, the Additional Collateral Agent and the Borrower agree as follows, for the benefit of the Additional Collateral Agent, the Borrower and each other party to the First Lien Intercreditor Agreement:

SECTION 1.    Accession to the Intercreditor Agreement. The Additional Collateral Agent (a) hereby accedes and becomes a party to the First Lien Intercreditor Agreement as an Additional Collateral Agent for the Additional Secured Parties from time to time in respect of the Additional First Lien Obligations, (b) agrees, for itself and on behalf of the Additional Secured Parties from time to time in respect of the Additional First Lien Obligations, to all the terms and provisions of the First Lien Intercreditor Agreement and (c) shall have all the rights and obligations of an Additional Collateral Agent under the First Lien Intercreditor Agreement.

SECTION 2.    Representations, Warranties and Acknowledgement of the Additional Collateral Agent. The Additional Collateral Agent represents and warrants to the Collateral Agents and the Secured Parties that (a) it has full power and authority to enter into this Joinder Agreement, in its capacity as the Additional Collateral Agent, (b) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Joinder Agreement and (c) the Additional First Lien Obligations Documents relating to such Additional First Lien Obligations provide that,

Ex. I-1

upon the Additional Collateral Agent’s entry into this Joinder Agreement, the secured parties in respect of such Additional First Lien Obligations will be subject to and bound by the provisions of the First Lien Intercreditor Agreement as Additional Secured Parties.

SECTION 3.    Counterparts. This Joinder Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder Agreement shall become effective when each Collateral Agent shall have received a counterpart of this Joinder Agreement that bears the signature of the Additional Collateral Agent. Delivery of an executed signature page to this Joinder Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.

SECTION 4.    Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the First Lien Intercreditor Agreement.

SECTION 5.    Governing Law. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6.    Severability. In case any one or more of the provisions contained in this Joinder Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the First Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.    Notices. All communications and notices hereunder shall be in writing and given as provided in Section 8.01 of the First Lien Intercreditor Agreement. All communications and notices hereunder to the Additional Collateral Agent shall be given to it at the address set forth under its signature hereto, which information supplements Section 8.01 of the First Lien Intercreditor Agreement.

SECTION 8.    The Borrower agrees to reimburse each Collateral Agent for its reasonable out-of-pocket expenses in connection with this Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel for each Collateral Agent.

Ex. I-2

IN WITNESS WHEREOF, the Additional Collateral Agent and the Borrower have duly executed this Joinder Agreement to the First Lien Intercreditor Agreement as of the day and year first above written.

[NAME OF ADDITIONAL COLLATERAL AGENT], as ADDITIONAL COLLATERAL AGENT for the ADDITIONAL SECURED PARTIES,
By:
	Name:
	Title:
Address for notices:
attention of:_________________________________________________
Telecopy:___________________________________________________
THE McCLATCHY COMPANY,
By:
	Name:
	Title:

Ex. I-3

Acknowledged by:
BANK OF AMERICA, N.A., as Credit Agreement Collateral Agent,
By:
	Name:
	Title:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Senior Secured Notes Collateral Agent,
By:
	Name:
	Title:

[EACH OTHER ADDITIONAL COLLATERAL

AGENT], as Additional Collateral Agent,

By:
	Name:
	Title:

Ex. I-4

EXHIBIT II

[FORM OF] GRANTOR JOINDER AGREEMENT NO. [        ]dated as of [    ], 20[    ] (the “Joinder Agreement”) to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of February 11, 2010 (the “First Lien Intercreditor Agreement”), among THE McCLATCHY COMPANY, a Delaware corporation (the “Borrower”), the GRANTORS party thereto, BANK OF AMERICA, N.A., as Credit Agreement Collateral Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Senior Secured Notes Collateral Agent, each ADDITIONAL COLLATERAL AGENT from time to time party thereto and [                    ], a [                    ], as an additional GRANTOR.

A.        Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Intercreditor Agreement.

B.        [            ], a Subsidiary of the Borrower (the “Additional Grantor”), has granted a Lien on all or a portion of its assets to secure First Lien Obligations and such Additional Grantor is not a party to the First Lien Intercreditor Agreement.

C.        The Additional Grantor wishes to become a party to the First Lien Intercreditor Agreement and to acquire and undertake the rights and obligations of a Grantor thereunder. The Additional Grantor is entering into this Joinder Agreement in accordance with the provisions of the First Lien Intercreditor Agreement in order to become a Grantor thereunder.

Accordingly, the Additional Grantor agrees as follows, for the benefit of the Collateral Agents, the Borrower and each other party to the First Lien Intercreditor Agreement:

SECTION 1.    Accession to the Intercreditor Agreement. In accordance with Section 8.12 of the First Lien Intercreditor Agreement, the Additional Grantor (a) hereby accedes and becomes a party to the First Lien Intercreditor Agreement as a Grantor with the same force and effect as if originally named therein as a Grantor, (b) agrees to all the terms and provisions of the First Lien Intercreditor Agreement and (c) shall have all the rights and obligations of a Grantor under the First Lien Intercreditor Agreement.

SECTION 2.    Representations, Warranties and Acknowledgement of the Additional Grantor. The Additional Grantor represents and warrants to each Collateral Agent and each Secured Party that this Additional Joinder has been duly authorized, executed and delivered by such Additional Grantor and constitutes the legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.    Counterparts. This Joinder Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder Agreement shall become effective when each Collateral Agent shall have received a counterpart of this Joinder Agreement that bears the signature of the

Ex. II-1

Additional Grantor. Delivery of an executed signature page to this Joinder Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.

SECTION 4.    Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the First Lien Intercreditor Agreement.

SECTION 5.    Governing Law. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6.    Severability. In case any one or more of the provisions contained in this Joinder Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the First Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.    Notices. All communications and notices hereunder shall be in writing and given as provided in Section 8.01 of the First Lien Intercreditor Agreement.

SECTION 8.    The Additional Grantor agrees to reimburse each Collateral Agent for its reasonable out-of-pocket expenses in connection with this Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel for each Collateral Agent.

Ex. II-2

IN WITNESS WHEREOF, the Additional Grantor has duly executed this Joinder Agreement to the First Lien Intercreditor Agreement as of the day and year first above written.

[NAME OF SUBSIDIARY],
By:
	Name:
	Title:

Ex. II-3

Acknowledged by:
BANK OF AMERICA, N.A., as Credit Agreement Collateral Agent,
By:
	Name:
	Title:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Senior Secured Notes Collateral Agent,
By:
	Name:
	Title:
[EACH OTHER ADDITIONAL COLLATERAL AGENT], as Additional Collateral Agent,
By:
	Name:
	Title:

Ex. II-4

EX-12.1

Exhibit 12.1

COMPUTATION OF EARNINGS TO FIXED CHARGES RATIO

(in thousands of dollars, except ratio data)

	Year Ended															Quarter Ended
	Dec 27, 2009			Dec 28, 2008			Dec 30, 2007			Dec 31, 2006			Dec 25, 2005			Mar. 28, 2010			Mar. 29, 2009
Fixed Charge Computation
Interest Expenses:
Net interest expense	$	127,276		$	157,385		$	197,997		$	93,664		$	7,705		$	40,767		$	33,921
Plus Capitalized interest		200			192			468			2,148			636			13			35
Gross interest		127,476			157,577			198,465			95,812			8,341			40,780			33,956
Interest on Unrecognized Tax Benefits (1)		(920	)		(9,478	)		(7,270	)		—						(1,502	)		(2,086	)
Amortization of debt discount		(7,442	)		(4,911	)		(2,352	)		(1,174	)		—			(2,365	)		(1,791	)
Interest Component of Rent Expense		5,501			6,098			5,679			5,287			1,428			—			—
Total Fixed Charges	$	124,615		$	149,286		$	194,522		$	99,925		$	9,769		$	36,913		$	30,079
Earnings Computation
Income (loss) from Continuing Operations
Before Income Taxes	$	89,411		$	22,085		$	(2,883,191	)	$	270,885		$	263,227		$	(2,586	)	$	(47,983	)
(Earnings) Losses of Equity Investments		(2,130	)		14,021			36,899			(4,951	)		(712	)		954			3,130
Impairment Related Charge Recorded by Equity Investee (2)		2,022			16,947			—			—			—			3,708
Interest on Unrecognized Tax Benefits		920			9,478			7,270			—						1,502			2,086
Distributed Income of Equity Investees		1,135			1,740			7,424			4,345			9,769			—			1,740
Add: Fixed Charges		124,615			149,286			194,522			99,925						36,913			30,079
Less: Capitalized Interest		(200	)		(192	)		(468	)		(2,148	)		(636	)		(13	)		(35	)
Total Earnings as Adjusted	$	215,773		$	213,365		$	(2,637,544	)	$	68,056		$	271,648		$	40,478		$	(10,983	)
Ratio Of Earnings to Fixed Charges (3)		1.73			1.43			—			3.68			27.81			1.10			—

(1) The Company began recording the interest on unrecognized tax benefits in interest expense in fiscal 2007 when it adopted FIN 48.

(2) Reflects the Company’s portion of loss related to an impairment and recorded in “Write-down of investments and land held for sale” in the Consolidated Statement of Income.

(3) Earnings were inadequate to cover fixed charges by $2.8 billion for the year ended December 30, 2007 and the quarter ended March 29, 2009, as a result of non-cash impairment charges of $3.0 billion in 2007 and a loss from continuing operations in the first quarter of 2009.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-4 of our report dated March 2, 2010 (June 3, 2010 as to note 13), relating to the consolidated financial statements of The McClatchy Company, and the effectiveness of The McClatchy Company’s internal control over financial reporting, appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Sacramento, California

June 3, 2010.

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)             |__|

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

(State of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
700 South Flower Street Suite 500 Los Angeles, California (Address of principal executive offices)	90017 (Zip code)

THE MCCLATCHY COMPANY

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 52-2080478 (I.R.S. employer identification no.)

Aboard Publishing, Inc.

(Exact name of obligor as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization) 65-1051606 (I.R.S. employer identification no.)

Anchorage Daily News, Inc.

(Exact name of obligor as specified in its charter)

Alaska (State or other jurisdiction of incorporation or organization) 92-0071348 (I.R.S. employer identification no.)

Bellingham Herald Publishing, LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 59-0184700 (I.R.S. employer identification no.)

Belton Publishing Company, Inc.

(Exact name of obligor as specified in its charter)

Missouri (State or other jurisdiction of incorporation or organization) 43-1412853 (I.R.S. employer identification no.)

Biscayne Bay Publishing, Inc.

(Exact name of obligor as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization) 65-1051521 (I.R.S. employer identification no.)

- 2 -

Cass County Publishing Company

(Exact name of obligor as specified in its charter)

Missouri (State or other jurisdiction of incorporation or organization) 43-0891076 (I.R.S. employer identification no.)

Columbus Ledger-Enquirer, Inc.

(Exact name of obligor as specified in its charter)

Georgia (State or other jurisdiction of incorporation or organization) 58-0376130 (I.R.S. employer identification no.)

Cypress Media, Inc.

(Exact name of obligor as specified in its charter)

New York (State or other jurisdiction of incorporation or organization) 37-0742453 (I.R.S. employer identification no.)

Cypress Media, LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 65-0764225 (I.R.S. employer identification no.)

East Coast Newspapers, Inc.

(Exact name of obligor as specified in its charter)

South Carolina (State or other jurisdiction of incorporation or organization) 68-0201685 (I.R.S. employer identification no.)

- 3 -

Gulf Publishing Company, Inc.

(Exact name of obligor as specified in its charter)

Mississippi (State or other jurisdiction of incorporation or organization) 64-0469077 (I.R.S. employer identification no.)

HLB Newspapers, Inc.

(Exact name of obligor as specified in its charter)

Missouri (State or other jurisdiction of incorporation or organization) 43-1675371 (I.R.S. employer identification no.)

Idaho Statesman Publishing, LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 59-0184700 (I.R.S. employer identification no.)

Keltatim Publishing Company, Inc.

(Exact name of obligor as specified in its charter)

Kansas (State or other jurisdiction of incorporation or organization) 48-1161908 (I.R.S. employer identification no.)

Keynoter Publishing Company, Inc.

(Exact name of obligor as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization) 59-0789679 (I.R.S. employer identification no.)

- 4 -

Lee’s Summit Journal, Incorporated

(Exact name of obligor as specified in its charter)

Missouri (State or other jurisdiction of incorporation or organization) 44-0534462 (I.R.S. employer identification no.)

Lexington H-L Services, Inc.

(Exact name of obligor as specified in its charter)

Kentucky (State or other jurisdiction of incorporation or organization) 61-1353956 (I.R.S. employer identification no.)

Macon Telegraph Publishing Company

(Exact name of obligor as specified in its charter)

Georgia (State or other jurisdiction of incorporation or organization) 58-0333650 (I.R.S. employer identification no.)

Mail Advertising Corporation

(Exact name of obligor as specified in its charter)

Texas (State or other jurisdiction of incorporation or organization) 75-2588187 (I.R.S. employer identification no.)

McClatchy Interactive LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 52-2360845 (I.R.S. employer identification no.)

- 5 -

McClatchy Interactive West

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 65-0683075 (I.R.S. employer identification no.)

McClatchy Investment Company

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 51-0274877 (I.R.S. employer identification no.)

McClatchy Management Services, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 52-2360846 (I.R.S. employer identification no.)

McClatchy Newspapers, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 94-0666175 (I.R.S. employer identification no.)

McClatchy U.S.A., Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 65-0732197 (I.R.S. employer identification no.)

- 6 -

Miami Herald Media Company

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 38-0723657 (I.R.S. employer identification no.)

Newsprint Ventures, Inc.

(Exact name of obligor as specified in its charter)

California (State or other jurisdiction of incorporation or organization) 68-0041100 (I.R.S. employer identification no.)

Nittany Printing and Publishing Company

(Exact name of obligor as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation or organization) 24-0676050 (I.R.S. employer identification no.)

Nor-Tex Publishing, Inc.

(Exact name of obligor as specified in its charter)

Texas (State or other jurisdiction of incorporation or organization) 75-1109443 (I.R.S. employer identification no.)

Olympian Publishing, LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 59-0184700 (I.R.S. employer identification no.)

- 7 -

Olympic-Cascade Publishing, Inc.

(Exact name of obligor as specified in its charter)

Washington (State or other jurisdiction of incorporation or organization) 68-0098889 (I.R.S. employer identification no.)

Pacific Northwest Publishing Company, Inc.

(Exact name of obligor as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization) 59-0184700 (I.R.S. employer identification no.)

Quad County Publishing, Inc.

(Exact name of obligor as specified in its charter)

Illinois (State or other jurisdiction of incorporation or organization) 37-1225856 (I.R.S. employer identification no.)

San Luis Obispo Tribune, LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 20-5001401 (I.R.S. employer identification no.)

Star-Telegram, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 22-3148254 (I.R.S. employer identification no.)

- 8 -

Tacoma News, Inc.

(Exact name of obligor as specified in its charter)

Washington (State or other jurisdiction of incorporation or organization) 68-0099037 (I.R.S. employer identification no.)

The Bradenton Herald, Inc.

(Exact name of obligor as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization) 59-1487839 (I.R.S. employer identification no.)

The Charlotte Observer Publishing Company

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 56-0612746 (I.R.S. employer identification no.)

The News and Observer Publishing Company

(Exact name of obligor as specified in its charter)

North Carolina (State or other jurisdiction of incorporation or organization) 56-0338580 (I.R.S. employer identification no.)

The State Media Company

(Exact name of obligor as specified in its charter)

South Carolina (State or other jurisdiction of incorporation or organization) 57-0477517 (I.R.S. employer identification no.)

- 9 -

The Sun Publishing Company, Inc.

(Exact name of obligor as specified in its charter)

South Carolina (State or other jurisdiction of incorporation or organization) 57-0564988 (I.R.S. employer identification no.)

Tribune Newsprint Company

(Exact name of obligor as specified in its charter)

Utah (State or other jurisdiction of incorporation or organization) 87-0415831 (I.R.S. employer identification no.)

Wichita Eagle and Beacon Publishing Company, Inc.

(Exact name of obligor as specified in its charter)

Kansas (State or other jurisdiction of incorporation or organization) 48-0571718 (I.R.S. employer identification no.)

Wingate Paper Company

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 68-0068249 (I.R.S. employer identification no.)

2100 Q Street Sacramento, California (Address of principal executive offices) 95816 (Zip code)

11.50% Senior Secured Notes due 2017

and Guarantees of 11.50% Senior Secured Notes due 2017

(Title of the indenture securities)

- 10 -

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 11 -

4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 12 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, and State of California, on the 2nd day of June 2010.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/S/ MELONEE YOUNG
Name:	MELONEE YOUNG
Title:	VICE PRESIDENT

- 13 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business March 31, 2010, published in accordance with Federal regulatory authority instructions.

			Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			1,504
Interest-bearing balances			288
Securities:
Held-to-maturity securities			12
Available-for-sale securities			581,259
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold			113,000
Securities purchased under agreements to resell			0
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, net of unearned income	0
LESS: Allowance for loan and lease losses	0
Loans and leases, net of unearned income and allowance			0
Trading assets			0
Premises and fixed assets (including capitalized leases)			10,486
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			2
Direct and indirect investments in real estate ventures			0
Intangible assets:
Goodwill			856,313
Other intangible assets			237,642
Other assets			166,465
Total assets		$	1,966,971

1

LIABILITIES
Deposits:
In domestic offices		533
Noninterest-bearing	533
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		268,691
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		210,010
Total liabilities		479,234
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		1,121,520
Not applicable
Retained earnings		364,077
Accumulated other comprehensive income		1,140
Other equity capital components		0
Not available
Total bank equity capital		1,487,737
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		1,487,737
Total liabilities and equity capital		1,966,971

I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Karen Bayz         )             Managing Director

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Troy Kilpatrick, President                 )

Frank P. Sulzberger, MD                   )                Directors (Trustees)

William D. Lindelof, MD                  )

2

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

The McClatchy Company

Offer for all outstanding

11.50% Senior Secured Notes due 2017

in exchange for

11.50% Senior Secured Notes due 2017,

which have been registered

under the Securities Act of 1933, as amended

Pursuant to the Prospectus, dated                     , 2010

The exchange offer will expire at 5:00 p.m., New York City time, on                             , 2010, unless extended. Tenders of original notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

The exchange agent for the exchange offer is:

The Bank of New York Mellon Trust Company, N.A.

Facsimile Transmission:

(for eligible institutions only):

(212) 298-1915

Attn: Corporate Unit

To Confirm by Telephone:

(212) 815-3687

By Hand and Overnight Delivery or Certified Mail:

The Bank of New York Mellon Trust Company, N.A.

c/o The Bank of New York Mellon

Reorganization

101 Barclay Street, 7 East

New York, New York 10286

Attn: David Mauer

Telephone: (212) 815-3687

Fax: (212) 298-1915

Delivery of this letter of transmittal to an address other than as set forth above or transmission of this letter of transmittal via facsimile to a number other than as set forth above will not constitute a valid delivery.

The undersigned acknowledges that he, she or it has received the prospectus, dated                 , 2010, of The McClatchy Company, a Delaware corporation, which we refer to as McClatchy in this letter, and

this letter of transmittal, which together constitute McClatchy’s offer to exchange, which we refer to as the exchange offer in this letter, an aggregate principal amount of up to $875,000,000 of McClatchy’s 11.50% Senior Secured Notes due 2017, which we refer to as the exchange notes in this letter, which have been registered under the Securities Act of 1933, as amended, which we refer to as the Securities Act in this letter, for a like principal amount of McClatchy’s issued and outstanding 11.50% Senior Secured Notes due 2017, which we refer to as the original notes in this letter, from the registered holders thereof. We refer to this letter of transmittal as this letter.

For each original note accepted for exchange, the holder of such original note will receive an exchange note having a principal amount equal to that of the surrendered original note. The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes or, if no interest has been paid on the original notes, from February 11, 2010. As a result, registered holders of exchange notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from February 11, 2010. Original notes accepted for exchange will cease to accrue interest from and after the closing date of the exchange offer. Holders of original notes accepted for exchange will not receive any payment of accrued interest on such original notes on any interest payment date if the relevant record date occurs on or after the closing date of the exchange offer.

This letter is to be completed by a holder of original notes if certificates for original notes are to be forwarded with this letter. Tenders of original notes by book-entry transfer by holders of original notes in book-entry form must be made by delivering an agent’s message transmitted by The Depository Trust Company, which we refer to as DTC in this letter, pursuant to the procedures set forth in “The exchange offer—Book-entry transfer” section of the prospectus in lieu of this letter. The term “agent’s message” means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation (as defined below), which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agreed to be bound by the terms and conditions of the exchange offer, including the representations and warranties contained in this letter of transmittal, and that McClatchy may enforce this letter of transmittal against such participant. Holders of original notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their original notes into the exchange agent’s account at DTC, which we refer to as a book-entry confirmation in this letter, and all other documents required by this letter to the exchange agent at or prior to 5:00 p.m., New York City time, on the date, must tender their original notes according to the guaranteed delivery procedures set forth in “The exchange offer — Guaranteed delivery procedures” section of the prospectus. See Instruction 1.

Delivery of documents to DTC does not constitute delivery to the exchange agent.

The undersigned has completed the appropriate boxes below and signed this letter to indicate the action the undersigned desires to take with respect to the exchange offer. List below the original notes to which this letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of original notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF ORIGINAL NOTES
	(1)	(2)	(3)
Name and Address of Registered Holder	Certificate Number(s) (Delivered Herewith)*	Aggregate Principal Amount of Original Notes	Aggregate Principal Amount of Original Notes Tendered**

-2-

	Total
*       Need not be completed if original notes are being tendered by book-entry transfer.
**     Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the original notes indicated in column 2. See Instruction 2. Original notes tendered hereby must be in denominations of $2,000 principal amount or integral multiples of $1,000 in excess of $2,000. See Instruction 1.

-3-

    ¨   Check here if certificates representing tendered original notes are enclosed herewith.

  ¨ Check here if tendered original notes are being delivered by book-entry transfer made to the account maintained by the exchange agent with DTC and complete the following:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

By crediting the original notes to the exchange agent’s account at DTC’s Automated Tender Offer Program, which we refer to as ATOP in this letter, and by complying with applicable ATOP procedures with respect to the exchange offer, including transmitting to the exchange agent a computer-generated agent’s message in which the holder of the original notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this letter, the participant in DTC confirms on behalf of itself and the beneficial owners of such original notes all provisions of this letter (including all representations and warranties) are applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this letter to the exchange agent. Please Note: There is no requirement to deliver a completed letter of transmittal to the exchange agent in the exchange offer if a holder is tendering their original notes held in book-entry form in the exchange offer in compliance with applicable ATOP procedures and an agent’s message is properly delivered.

¨

Check here if tendered original notes are being delivered pursuant to a notice of guaranteed delivery previously sent to the exchange agent and complete the following:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution Which Guaranteed Delivery:

If delivered by book-entry transfer, complete the following:

Account Number:

Transaction Code Number:

  ¨ Check here if you are a broker-dealer and wish to receive 10 additional copies of the prospectus and 10 copies of any amendments or supplements thereto.

Name:

Address:

The undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of exchange notes. In addition, if the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for original notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that such original notes were acquired by such broker-dealer as a result of market-making or other trading activities and that it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the exchange notes. However, by acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive exchange notes, it

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represents that the original notes to be exchanged for the exchange notes were acquired as a result of market-making activities or other trading activities.

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SIGNATURE MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Subject to the terms and conditions of the exchange offer, the undersigned hereby tenders to McClatchy the aggregate principal amount of original notes indicated above. Subject to, and effective upon, the acceptance for exchange of the original notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, McClatchy all right, title and interest in and to such original notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the exchange agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered original notes, with full power of substitution, among other things, to cause the original notes to be assigned, transferred and exchanged.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the original notes, and to acquire exchange notes issuable upon the exchange of such tendered original notes, and that, when the same are accepted for exchange, McClatchy will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by McClatchy. The undersigned hereby further represents that:

(1) any exchange notes received by the undersigned will be received in the ordinary course of business,

(2) the undersigned will have no arrangement or understanding with any person to participate in the distribution of the original notes or the exchange notes within the meaning of the Securities Act and is not engaged in, and does not intend to engage in, the distribution of the exchange notes,

(3) the undersigned is not an “affiliate” (as such term is defined in Rule 405 of the Securities Act) of McClatchy,

(4) if the undersigned is a broker-dealer, it is not tendering original notes acquired directly from McClatchy and will receive the exchange notes for its own account in exchange for the original notes that were acquired as a result of market-making activities or other trading activities, and it will deliver a prospectus in connection with any resale of the exchange notes, and

(5) the undersigned is not prohibited by law or any policy of the Securities and Exchange Commission, which we refer to as the SEC in this letter, from participating in the exchange offer.

The undersigned acknowledges that this exchange offer is being made in reliance on interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties, that the exchange notes issued pursuant to the exchange offer in exchange for the original notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of McClatchy within the meaning of Rule 405 of the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such exchange notes. However, the SEC has not considered the exchange offer in the context

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of a no-action letter and there can be no assurance that the Staff of the SEC would make a similar determination with respect to the exchange offer as in other circumstances. The undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes. If any holder is an affiliate of McClatchy, is a broker-dealer who acquired original notes in the initial private placement and not as a result of market-making activities or other trading activities or is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder:

(1) may not participate in the exchange offer,

(2) cannot rely on the applicable interpretations of the staff of the SEC, and

(3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for original notes, it represents that the original notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. However, by acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. By tendering, the undersigned further represents to McClatchy that:

(1) the undersigned and each beneficial owner acknowledge and agree that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the exchange offer for the purpose of distributing the exchange notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes acquired by such person and cannot rely on the position of the Staff of the SEC set forth in certain no-action letters, and

(2) the undersigned and each beneficial owner understand that a secondary resale of the original notes acquired by the undersigned directly from McClatchy should be covered by an effective registration statement containing the selling securityholder information required by Item 507 or the plan of distribution information required by Item 508, as applicable, of Regulation S-K of the Securities Act.

The undersigned acknowledges that McClatchy’s acceptance of original notes validly tendered for exchange pursuant to any one of the procedures described in the section of the prospectus entitled “The exchange offer” and in the instructions hereto will constitute a binding agreement between the undersigned and McClatchy upon the terms and subject to the conditions of the exchange offer.

The undersigned will, upon request, execute and deliver any additional documents deemed by McClatchy to be necessary or desirable to complete the sale, assignment and transfer of the original notes tendered hereby. All authority conferred or agreed to be conferred in this letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The exchange offer—Withdrawal of tenders” section of the prospectus.

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Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please issue the exchange notes (and, if applicable, substitute certificates representing original notes for any original notes not exchanged) in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the exchange notes (and, if applicable, substitute certificates representing original notes for any original notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Original Notes.”

The undersigned, by completing the table entitled “Description of Original Notes” above and signing this letter of transmittal, will be deemed to have tendered the original notes, as set forth in such table above. Please read this entire letter of transmittal carefully before completing the table above.

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if original notes are exchanged and/or exchange notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this letter of transmittal above.
Issue: (please check one or more)
¨ exchange notes ¨ original notes in the name of:
Name(s)
	(Please Type or Print)
	(Please Type or Print)
Address:
	(Zip Code)

TIN
	(Social Security Number or Employer Identification Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for original notes not exchanged and/or exchange notes are to be delivered to someone other than the person or persons whose signature(s) appear(s) on this letter of transmittal above or to such person or persons at an address other than that shown in the table entitled “Description of Original Notes” above.
Mail: (please check one or more)
¨ exchange notes ¨ original notes to:
Name(s)
	(Please Type or Print)
	(Please Type or Print)
Address:
	(Zip Code)

Important: Unless guaranteed delivery procedures are complied with, this letter of transmittal (or a manually signed facsimile hereof) or an agent’s message in lieu thereof pursuant to DTC’s ATOP system (together with the certificates evidencing original notes or a book-entry confirmation, as applicable, and all other required documents) must be received by the exchange agent at or prior to 5:00 p.m., New York City time, on the expiration date.

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In order to validly tender original notes for exchange notes, holders of original notes in certificated form that wish to tender their original notes for exchange notes in the exchange offer must complete, execute and deliver this letter of transmittal.

Except as stated in the prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as otherwise stated in the prospectus, this tender for exchange of original notes is irrevocable.

PLEASE SIGN HERE

(To be completed by all tendering and consenting holders)

[(Accompanying Substitute Form W-9 on reverse side)]

By completing, executing and delivering this letter of transmittal, the undersigned hereby tenders the principal amount of the original notes listed above in the table labeled “Description of Original Notes” under the column heading “Aggregate Principal Amount of Original Notes Tendered” or, if nothing is indicated in such column, with respect to the entire aggregate principal amount represented by the original notes described in such table.

X _____________________________________________________________________________________________________

X _____________________________________________________________________________________________________

Signature(s) of Owner

Dated:                                                  , 2010

Area Code and Telephone Number:  ___________________________________________________________________________

If a holder is tendering original notes, this letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the original notes or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s): _______________________________________________________________________________________________

______________________________________________________________________________________________________

(Please Type or Print)

Capacity: _______________________________________________________________________________________________

Address: _______________________________________________________________________________________________

______________________________________________________________________________________________________

Tax Identification No.: ______________________________________________________________________________________

SIGNATURE GUARANTEE

(If required by Instruction 3)

Signature(s) Guaranteed by

an Eligible Institution:  ______________________________________________________________________________________

(Authorized Signature)

________________________________________________________________________________________________________

(Title)

________________________________________________________________________________________________________

(Name and Firm)

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Dated: _________________________________________, 20__

INSTRUCTIONS

Forming part of the terms and conditions of

the exchange offer of The McClatchy Company

1. Delivery of this letter and original notes; Guaranteed delivery procedures.

This letter is to be completed by holders of original notes if certificates for original notes are to be forwarded with this letter. Tender of original notes by book-entry transfer by holders of original notes in book-entry form must be made by delivering an agent’s message transmitted by The Depository Trust Company, which we refer to as DTC in this letter, in lieu of this letter pursuant to the procedures set forth in “The exchange offer— Procedures for tendering” and “The exchange offer—Book-entry transfer” sections of the prospectus. The term “agent’s message” means a message transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering original notes on behalf of the holder of such original notes, which acknowledgment states that such DTC participant has received and agrees to be bound by the terms and conditions of the exchange offer, including the representations and warranties contained in this letter, as set forth in the prospectus and this letter and that McClatchy may enforce such agreement against such participant. To effectively tender original notes by book-entry transfer, holders of original notes must request a DTC participant to, on their behalf, electronically transmit their acceptance through DTC’s Automated Tender Offer Program (“ATOP”). In the case of original notes held:

(1) in book-entry form, by a book-entry confirmation and delivery of an agent’s message, or

(2) in certificated from, certificates for all physically tendered original notes as well as a properly completed and duly executed letter of transmittal (or manually signed facsimile of this letter),

and in either case any other documents required by this letter, must be received by the exchange agent at the address set forth herein at or prior to 5:00 p.m., New York City time, on the expiration date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Original notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000.

Holders whose certificates for original notes are not immediately available or who cannot deliver their certificates and all other required documents to the exchange agent at or prior to 5:00 p.m., New York City time, on the expiration date, or who cannot complete the procedures for book-entry transfer at or prior to 5:00 p.m., New York City time, on the expiration date, may tender their original notes pursuant to the guaranteed delivery procedures set forth in “The exchange offer—Guaranteed delivery procedures” section of the prospectus. Pursuant to such procedures,

(1) such tender must be made through an eligible institution,

(2) prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent must receive from such eligible institution a validly completed and duly executed notice of guaranteed delivery, substantially in the form provided by McClatchy (by facsimile transmission, mail or hand delivery) or an agent’s message with respect to guaranteed delivery, setting forth the name and address of the holder of original notes and the amount of original notes tendered, stating that the tender is being made thereby and guaranteeing that

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within three New York Stock Exchange, which we refer to as NYSE in this letter, trading days after the date of execution of the notice of guaranteed delivery, a book-entry confirmation for original notes held in book-entry form together with an agent’s message instead of this letter or the certificates for all physically tendered original notes, in proper form for transfer, together with a properly completed and duly executed letter of transmittal (or facsimile of this letter), as the case may be, with any required signature guarantees and any other documents required by this letter will be deposited by the eligible institution with the exchange agent, and

(3) a book-entry confirmation for original notes held in book-entry form together with an agent’s message instead of this letter or the certificates for all physically tendered original notes, in proper form for transfer, together with a properly completed and duly executed letter of transmittal (or facsimile of this letter), as the case may be, with any required signature guarantees and all other documents required by this letter, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

The method of delivery of this letter, any required signature guarantees, the original notes and all other required documents, including delivery of original notes through DTC, and transmission of an agent’s message through DTC’s ATOP system, is at the election and risk of the tendering holders, and the delivery will be deemed made only when actually received or confirmed by the exchange agent. If original notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the expiration date to permit delivery to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

See “The exchange offer” section of the prospectus.

2. Partial tenders (not applicable to noteholders who tender by book-entry transfer).

If less than all of the original notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of original notes to be tendered in the box above entitled “Description of Original Notes — Aggregate Principal Amount of Original Notes Tendered.” A reissued certificate representing the balance of nontendered original notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this letter, promptly after the expiration date. All of the original notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

3. Signatures on this letter; Bond powers and endorsements; Guarantee of signatures.

If this letter is signed by the registered holder of the original notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

If any tendered original notes are owned of record by two or more joint owners, all of such owners must sign this letter.

If any tendered original notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this letter as there are different registrations of certificates.

When this letter is signed by the registered holder or holders of the original notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the

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exchange notes are to be issued, or any untendered original notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an eligible institution.

If this letter is signed by a person other than the registered holder, the original notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the original notes.

If this letter is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by McClatchy, evidence satisfactory to McClatchy of their authority to so act must be submitted.

Signatures on this letter or a notice of withdrawal must be guaranteed by a member of a firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (each an “eligible institution”).

Signatures on this letter or a notice of withdrawal need not be guaranteed by an eligible institution, provided the original notes are tendered: (i) by a registered holder of original notes (which term, for purposes of the exchange offer, includes any participant in the DTC system whose name appears on a security position listing as the holder of such original notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this letter, or (ii) for the account of an eligible institution.

4. Special issuance and delivery instructions.

Tendering holders of original notes should indicate in the applicable box the name and address to which exchange notes issued pursuant to the exchange offer and/or substitute certificates evidencing original notes not exchanged are to be issued or sent, if different from the name or address of the person signing this letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. If no such instructions are given, such original notes not exchanged will be returned to the name and address of the person signing this letter.

5. Backup and Nonresident Withholding

A U.S. holder of exchange notes may be subject to backup withholding at a rate of 28% with respect to interest paid on the exchange notes and proceeds from the sale, exchange, redemption or retirement of the exchange notes. In order to avoid backup withholding, a U.S. holder of exchange notes should provide the exchange agent with such holder’s correct Taxpayer Identification Number (“TIN”) and other certifications on the Substitute Form W-9 enclosed with this Letter of Transmittal. If the shares are in more than one name or are not in the name of the actual owner, please consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9 for additional guidance on which number to report. If the holder does not have a TIN, the holder should write “Applied For” in the space provided for the TIN. If a U.S. holder does not provide a TIN within 60 days of a reportable payment, backup withholding at a rate of 28% may apply to such payment. Backup withholding is not an additional tax. Rather, the tax liability of a person subject to backup withholding may be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund from the Internal Revenue Service may be obtained.

Certain holders (including, among others, corporations and non-U.S. holders) are exempt from these backup withholding and reporting requirements. However, non-U.S. holders may be subject to nonresident

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withholding on interest payments unless they provide a United States Internal Revenue Service Form W-8BEN or another appropriate version of Form W-8 and are otherwise eligible for the portfolio interest exception, as described in the prospectus relating to the original notes, and non-U.S. holders may in any case be subject to nonresident reporting on interest payments.

A non-U.S. holder should submit to the exchange agent the appropriate version of Form W-8, properly completed, including certification of such individual’s foreign status, and signed under penalty of perjury. Form W-8BEN is the version of Form W-8 most likely to apply to foreign persons claiming exemption from withholding. Non-U.S. holders should carefully read the instructions to Form W-8BEN and, if applicable, complete the required information, sign and date the Form W-8BEN and return the form to the exchange agent with the completed Letter of Transmittal. In certain cases, Form W-8BEN may not be the proper United States Internal Revenue Service form to be completed and returned, depending on the status of the foreign person claiming exemption from backup withholding. If you are a non-U.S. holder, you must complete and return the appropriate version of Form W-8. Form W-8BEN and other Forms W-8 are available from the exchange agent or from the Internal Revenue web site, at http://www.irs.gov.

If the exchange agent is not provided with a properly completed Substitute Form W-9 or the appropriate IRS Form W-8, the holder may be subject to penalties imposed by the Internal Revenue Service. In addition, the depositary may be required to withhold under the backup withholding rules 28% of any reportable payment made to the holder with respect to exchange notes, or to withhold against interest payments under the nonresident withholding rules.

Please consult your accountant or tax advisor for further guidance regarding the completion of Substitute Form W-9, Form W-8BEN, or another version of Form W-8 to claim exemption from withholding and backup withholding, or contact the exchange agent.

6. Transfer taxes.

McClatchy will pay all transfer taxes, if any, applicable to the exchange of original notes pursuant to the exchange offer. If, however, exchange notes are to be issued for principal amounts not tendered or accepted for exchange in the name of any person other than the registered holder of the original notes tendered hereby, or if tendered original notes are registered in the name of any person other than the person signing this letter, or if a transfer tax is imposed for any reason other than the exchange of original notes to pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the consent and this letter, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the original notes specified in this letter.

7. Waiver of conditions to the exchange offer.

McClatchy reserves the absolute right to waive satisfaction of any or all conditions to the exchange offer enumerated in the prospectus.

8. No conditional tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of original notes, by execution of this letter or an agent’s message in lieu thereof, shall waive any right to receive notice of the acceptance of their original notes for exchange.

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Neither McClatchy, the exchange agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of original notes nor shall any of them incur any liability for failure to give any such notice.

9. Mutilated, lost, stolen or destroyed original notes.

Any holder whose original notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated above for further instructions.

10. Withdrawal rights.

Tenders of original notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal of a tender of original notes to be effective, a written notice of withdrawal delivered by hand, overnight courier or by mail, or a manually signed facsimile transmission, or a properly transmitted “Request Message” through DTC’s ATOP system, must be received by the exchange agent at or prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

(1) specify the name of the person having tendered the original notes to be properly withdrawn, which we refer to as the depositor in this letter,

(2) identify the original notes to be withdrawn, including certificate number or numbers and the principal amount of such original notes,

(3) in the case of original notes tendered by book-entry transfer, specify the number of the account at DTC from which the original notes were tendered and specify the name and number of the account at DTC to be credited with the properly withdrawn original notes and otherwise comply with the procedures of such facility,

(4) contain a statement that such holder is withdrawing his election to have such original notes exchanged for exchange notes,

(5) other than a notice through DTC’s ATOP system, be signed by the holder in the same manner as the original signature on this letter by which such original notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of such original notes in the name of the person withdrawing the tender, and

(6) specify the name in which such original notes are registered, if different from that of the depositor.

If original notes have been tendered pursuant to the procedure for book-entry transfer set forth in “The exchange offer—Book-entry transfer” section of the prospectus, any notice of withdrawal must comply with the applicable procedures of DTC. All questions as to the validity, form and eligibility and time of receipt of such notice will be determined by McClatchy, whose determination shall be final and binding on all parties. Any original notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the original notes so withdrawn are validly retendered. Any original notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of original notes tendered by book-entry transfer into the exchange agent’s account

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at DTC pursuant to the book-entry transfer procedures set forth in “The exchange offer—Book-entry transfer” section of the prospectus, such original notes will be credited to an account maintained with DTC for the original notes) as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be retendered by following the procedures described above at any time at or prior to 5:00 p.m., New York City time, on the expiration date.

11. Requests for assistance or additional copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the prospectus and this letter, and requests for notices of guaranteed delivery and other related documents may be directed to the exchange agent, at the address and telephone number indicated above.

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PAYOR’S NAME: The Bank of New York Mellon Trust Company, N.A.
SUBSTITUTE Form W-9	Name: Address: Check appropriate space: Individual/Sole Proprieter      Corporation        Partnership        Other (specify)                                          Exempt from Backup Withholding
Department of the Treasury Internal Revenue Service	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security number (or Individual Taxpayer Identification Number) (If awaiting TIN, write “Applied For”) or Employer identification number (If awaiting TIN, write “Applied For”)
Payor’s Request for Taxpayer Identification Number (TIN)	Part 2 — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. citizen or other U.S. person (including a U.S. resident alien).
Certification Instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).
SIGNATURE		DATE                                         , 20

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU INDICATED IN PART 1 THAT YOU ARE

AWAITING A TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days of the Payment Date the withholding amount will be remitted to the IRS.

SIGNATURE                                                                                                                                 DATE                     , 20    

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EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

The McClatchy Company

Offer for all outstanding

11.50% Senior Secured Notes due 2017

in exchange for

11.50% Senior Secured Notes due 2017,

which have been registered

under the Securities Act of 1933, as amended

Pursuant to the Prospectus, dated                     , 2010

The exchange offer will expire at 5:00 p.m., New York City time, on                                 , 2010, unless extended. Tenders of original notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

This form or one substantially equivalent hereto must be used to accept the exchange offer of The McClatchy Company, which we refer to as McClatchy in this notice, made pursuant to the prospectus, dated                     , 2010, if certificates for the outstanding 11.50% Senior Secured Notes due 2017 of McClatchy, which we refer to as the original notes in this notice, are not immediately available or if the procedure for book-entry transfer cannot be completed at or prior to 5:00 p.m., New York City time, on the expiration date or time will not permit all required documents to reach The Bank of New York Mellon Trust Company, N.A., as exchange agent, at or prior to 5:00 p.m., New York City time, on                     , 2010, unless extended, which we refer to as the expiration date in this notice. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the exchange agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender original notes pursuant to the exchange offer, a completed, signed and dated letter of transmittal for original notes held in certificated form (or a facsimile of the letter of transmittal) or an agent’s message instead of a letter of transmittal for original notes held in book-entry form must also be received by the exchange agent at or prior to 5:00 p.m., New York City time, on the expiration date. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the prospectus.

The exchange agent for the exchange offer is:

The Bank of New York Mellon Trust Company, N.A.

By Hand and Overnight Delivery or Certified Mail:	By Facsimile (for eligible institutions only):
The Bank of New York Mellon Trust Company, N.A. c/o The Bank of New York Mellon Reorganization 101 Barclay Street, 7 East New York, New York 10286 Attn: David Mauer Telephone: (212) 815-3687 Fax: (212) 298-1915	(212) 298-1915 Attn: Corporate Unit To Confirm by Telephone: (212) 815-3687

Delivery of this notice to an address other than as set forth above or transmission of this notice via facsimile to a number other than as set forth above will not constitute a valid delivery.

This notice is not to be used to guarantee signatures. If a signature on a letter of transmittal is required to be guaranteed by an “eligible institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the letter of transmittal.

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Ladies and Gentlemen:

The undersigned hereby tenders to McClatchy, upon the terms and subject to the conditions set forth in the prospectus and the related letter of transmittal, receipt of each of which the undersigned hereby acknowledges, the aggregate principal amount of original notes set forth below, pursuant to the guaranteed delivery procedures described in the letter of transmittal and under the caption “The exchange offer—Guaranteed delivery procedures” in the prospectus.

____________________________________________________ Aggregate principal amount of original notes tendered (must be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000)	PLEASE SIGN HERE x
____________________________________________________ Name(s) of holder(s)	X                                                                                                Signature(s) of owners or                                              Date authorized signatory
____________________________________________________ Name of eligible guarantor institution guaranteeing delivery Provide the following information for original notes certificates to be delivered to the exchange agent: ____________________________________________________ Certificate numbers for original notes tendered Provide the following information for original notes to be tendered by book-entry delivery:	________________________________________________ Area code and telephone number Must be signed by the holder(s) of the original notes being tendered as the name(s) appear(s) on the certificates evidencing such original notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. Please print name(s) and address(es). ________________________________________________
____________________________________________________ Name of tendering institution	________________________________________________ Name(s):
____________________________________________________ DTC account number All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.	________________________________________________ Capacity: ________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ Address(es):

GUARANTEE

(not to be used for signature guarantees)

The undersigned, a firm or other entity identified in Rule l7Ad-15 under the United States Securities Exchange Act of 1934, as amended, as an “Eligible Guarantor Institution,” which definition includes: (i) banks (as that term is defined in Section 3(a) of the Federal Deposit Insurance Act); (ii) brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, and government securities brokers, as those terms are defined under the Act; (iii) credit unions (as that term is defined in Section 19(b)(1)(A) of the Federal Reserve Act); (iv) national securities exchanges, registered securities associations, and clearing agencies, as those terms are used under the Act; and (v) savings associations (as that term is defined in Section 3(b) of the Federal Deposit Insurance Act), hereby guarantees to deliver to the exchange agent, within three New York Stock Exchange trading days after the date of execution of this notice, the original notes tendered hereby, either: (a) by book-entry transfer, to the account of the exchange agent at DTC, pursuant to the procedures for book-entry delivery set forth in the prospectus, together with an agent’s message, with any required signature guarantees, and any other required documents, or (b) by delivering certificates representing the original notes tendered hereby, together with the properly completed, dated and duly executed letter of transmittal (or a manually signed facsimile of the letter of transmittal), with any required signature guarantees, and any other required documents.

The undersigned acknowledges that it must deliver the original notes tendered hereby, either (i) in the case of original notes held in book-entry form, by book-entry transfer into the account of the exchange agent at DTC, together with an agent’s message, and any required signature guarantees and other required documents, or (ii) in the case of original notes held in certificated form, by delivering to the exchange agent certificates representing the original notes tendered hereby, together with the letter of transmittal (or a manually signed facsimile copy of the letter of transmittal), and any required signature guarantees and other required documents, in either case, within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

(Please Type or Print)

(Firm Name)	(Authorized Signature)
	(Print or Type Name of Signatory)
(Firm Address)	(Title)
(Area Code and Telephone Number and Fax Number)	(Date)

Do not send physical certificates representing original notes with this notice. Such physical certificates should be sent to the exchange agent, together with a properly completed and executed letter of transmittal.

EX-99.3

Exhibit 99.3

The McClatchy Company

Offer for all outstanding

11.50% Senior Secured Notes due 2017

in exchange for

11.50% Senior Secured Notes due 2017,

which have been registered

under the Securities Act of 1933, as amended

Pursuant to the Prospectus, dated                     , 2010

The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2010, unless extended. Tenders of original notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

                         , 2010

To Our Clients:

Enclosed for your consideration is a prospectus, dated                     , 2010, and the related letter of transmittal relating to the exchange offer by The McClatchy Company, which we refer to as McClatchy in this letter, to exchange its 11.50% Senior Secured Notes due 2017, which have been registered under the Securities Act of 1933, as amended, which we refer to as the exchange notes in this letter, for its outstanding 11.50% Senior Secured Notes due 2017, which we refer to as the original notes in this letter, upon the terms and subject to the conditions described in the prospectus and the letter of transmittal. The exchange offer is being made in order to satisfy certain obligations of McClatchy contained in the Registration Rights Agreement, dated February 11, 2010, by and among McClatchy, the guarantors from time to time party thereto and J.P. Morgan Securities Inc., as representative of the several initial purchasers referred to therein.

This material is being forwarded to you as the beneficial owner of the original notes held by us for your account but not registered in your name. A tender of such original notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the original notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed prospectus and letter of transmittal. Tenders of original notes by book-entry transfer by holders of original notes in book-entry form must be made by complying with the applicable procedures of The Depository Trust Company, as set forth in the letter of transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the original notes on your behalf in accordance with the provisions of the exchange offer. The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2010, unless extended by McClatchy, which we refer to as the expiration date in this letter. Any original notes tendered pursuant to the exchange offer may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

Your attention is directed to the following:

1. The exchange offer is for any and all original notes.

2. The exchange offer is subject to certain conditions set forth in the prospectus in the section captioned “The exchange offer—Conditions to the completion of the exchange offer.”

3. Any transfer taxes incident to the transfer of original notes from the holder to McClatchy will be paid by McClatchy, except as otherwise provided in the instructions in the letter of transmittal.

4. The exchange offer expires at 5:00 p.m., New York City time, on                     , 2010, unless extended by McClatchy.

If you wish to have us tender your original notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The letter of transmittal is furnished to you for information only and may not be used directly by you to tender original notes.

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INSTRUCTIONS

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the exchange offer of McClatchy with respect to the original notes.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer all right, title and interest in the original notes and to acquire the exchange notes, issuable upon the exchange of such original notes, and that, when such validly tendered original notes are accepted by McClatchy for exchange, McClatchy will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.

By completing, executing and delivering these instructions, the undersigned hereby makes the acknowledgments, representations and warranties referred to above and instructs you to tender the original notes held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the prospectus and letter of transmittal.

Original Notes Which Are to be Tendered
Certificate Numbers (if available)	Principal Amount Held by the Undersigned

None of the original notes held by you for the undersigned’s account will be tendered unless you receive written instructions from the undersigned to do so. Unless a specific contrary instruction is given in the space provided, the undersigned’s signature(s) hereon shall constitute an instruction to you to tender all the original notes held by you for the undersigned’s account.

IMPORTANT

PLEASE SIGN HERE

(to be completed by all tendering holders)

The completion, execution and timely delivery of these instructions will be deemed to constitute an instruction to tender original notes as indicated above.

Signature(s):  _______________________________________________________________________________________

Name(s) (Please Print): _______________________________________________________________________________

Address:  _________________________________________________________________________________________

Zip Code:  _________________________________________________________________________________________

Area Code and Telephone No.:  _________________________________________________________________________

Tax Identification or Social Security No.:  __________________________________________________________________

My Account Number with You:  _________________________________________________________________________

Date:  _____________________________________________________________________________________________

(Must be signed by the registered holder(s) of the original notes exactly as its (their) name(s) appear(s) on certificate(s) or on a security position listing, or by the person(s) authorized to become registered holder(s) by endorsement and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title next to his or her name above. See Instruction 3 to the letter of transmittal.)

EX-99.4

Exhibit 99.4

The McClatchy Company

Offer for all outstanding

11.50% Senior Secured Notes due 2017

in exchange for

11.50% Senior Secured Notes due 2017,

which have been registered

under the Securities Act of 1933, as amended

Pursuant to the Prospectus, dated                     , 2010

The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2010, unless extended. Tenders of original notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

                          , 2010

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

Your prompt action is requested. The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2010, unless extended, which we refer to as the expiration date in this letter. Original notes (as defined below) tendered pursuant to the exchange offer may be withdrawn at any time before the expiration date. Please furnish copies of the enclosed materials as quickly as possible to those of your clients for whom you hold original notes in your name or in the name of your nominee.

The McClatchy Company, which we refer to as McClatchy in this letter, is offering, upon and subject to the terms and conditions set forth in the prospectus, dated                     , 2010 and the enclosed letter of transmittal to exchange in the exchange offer its 11.50% Senior Secured Notes due 2017, which have been registered under the Securities Act of 1933, as amended, for its outstanding 11.50% Senior Secured Notes due 2017, which we refer to in this letter as the original notes. The exchange offer is being made in order to satisfy certain obligations of McClatchy contained in the Registration Rights Agreement, dated February 11, 2010, by and among McClatchy, the guarantors from time to time party thereto and J.P. Morgan Securities Inc., as representative of the several initial purchasers referred to therein.

We are requesting that you contact your clients for whom you hold original notes regarding the exchange offer. For your information and for forwarding to your clients for whom you hold original notes registered in your name or in the name of your nominee, or who hold original notes registered in their own names, we are enclosing the following documents:

1. Prospectus, dated                     , 2010;

2. The letter of transmittal for your use and for the information of your clients;

3. A notice of guaranteed delivery to be used to accept the exchange offer if certificates for original notes are not immediately available or time will not permit all required documents to

reach the exchange agent at or prior to 5:00 p.m., New York City time, on the expiration date or if the procedure for book-entry transfer cannot be completed at or prior to 5:00 p.m., New York City time, on the expiration date;

4. A form of letter which may be sent to your clients for whose account you hold original notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the exchange offer; and

5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

To participate in the exchange offer, a duly executed and properly completed letter of transmittal for original notes held in certificated form (or facsimile of the letter of transmittal) or an agent’s message instead of the letter of transmittal for original notes held in book-entry form, with any required signature guarantees and any other required documents, should be sent to the exchange agent, and certificates representing the original notes should be delivered to the exchange agent or the original notes should be tendered by the book-entry procedures described in the prospectus under “The exchange offer — Book-entry transfer,” all in accordance with the instructions set forth in the letter of transmittal and the prospectus.

If a registered holder of original notes desires to tender original notes, but such original notes are not immediately available, or time will not permit such holder’s original notes or other required documents to reach the exchange agent before 5:00 p.m., New York City time, on the expiration date, or the procedure for book-entry transfer cannot be completed at or prior to 5:00 p.m., New York City time, on the expiration date, a tender may be effected by following the guaranteed delivery procedures described in the prospectus under the caption “The exchange offer — Guaranteed delivery procedures.”

McClatchy will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the prospectus and the related documents to the beneficial owners of original notes held by them as nominee or in a fiduciary capacity. McClatchy will pay or cause to be paid all transfer taxes applicable to the exchange of original notes pursuant to the exchange offer, except as set forth in Instruction 6 of the letter of transmittal.

Any inquiries you may have with respect to the procedure for tendering original notes pursuant to the exchange offer, or requests for additional copies of the enclosed materials, should be directed to The Bank of New York Mellon Trust Company, N.A., the exchange agent for the exchange offer, at its address and telephone number set forth on the front of the letter of transmittal.

Very truly yours,

The McClatchy Company

Nothing herein or in the enclosed documents shall constitute you or any person as an agent of McClatchy or the exchange agent, or authorize you or any other person to use any document or make any statements on behalf of either of them with respect to the exchange offer, except for statements expressly made in the prospectus or the letter of transmittal.

Enclosures

EX-99.5

Exhibit 99.5

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

A. TIN - The Taxpayer Identification Number for most individuals is your social security number. Refer to the following chart to determine the appropriate number:

	For this type of account	Give the SOCIAL SECURITY Number of		For this type of account	Give the EMPLOYER IDENTIFICATION Number of
1.	Individual	The individual	6.	Disregarded entity not owned by an individual	The owner
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)	7.	A valid trust, estate or pension trust	Legal entity(4)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)	8.	Corporate or LLC electing corporate status on Form 8832	The corporation
4.	a.      The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)	9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
	b.     So-called trust account that is not a legal or valid trust under state law	The actual owner(1)	10.	Partnership or multi-member LLC	The partnership
			11.	A broker or registered nominee	The broker or nominee
5.	Sole proprietorship or disregarded entity owned by an individual	The owner(3)	12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s name and social security number.

(3) Show the individual’s name. You may also enter your business name or “doing business as” name. You may use either your social security number or your employer identification number, but the IRS encourages use of your social security number.

(4) List first and circle the name of the legal trust, estate, or pension trust. Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

B. Exempt Payees - The following lists payees exempt from backup withholding on payments pursuant to the notes. If you are exempt, you must nonetheless complete the form and provide your TIN in order to establish that you are exempt. Check the box in Part 2 of the form, sign and date the form. Section references in those guidelines refer to section under the Internal Revenue Code of 1986, as amended.

For this purpose, Exempt Payees include: (1) A corporation; (2) An organization exempt from tax under section 501(a), or an individual retirement plan (IRA) or a custodial account under section 403(b)(7); (3) The United States or any of its agencies or

instrumentalities; (4) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities; (5) A foreign government or any of its political subdivisions, agencies or instrumentalities; (6) An international organization or any of its agencies or instrumentalities; (7) A foreign central bank of issue; (8) A dealer in securities or commodities required to register in the U.S. or a possession of the U.S.; (9) A real estate investment trust; (10) An entity registered at all times during the tax year under the Investment Issuer Act of 1940; (11) A common trust fund operated by a bank under section 584(a); (12) A financial institution.

C. Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, application for a Social Security Number, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number.

D. Privacy Act Notice

Section 6109 requires most recipients of dividend, interest or certain other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable-interest, dividend, and certain other payments to a payee who does not furnish a taxpayer. Certain penalties may also apply.

E. Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of Taxpayer Identification Numbers. If the requestor discloses or uses taxpayer identification numbers in violation of federal law, the requestor may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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