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Intellectual Property Security Agreement - Hollinger International Inc. and Wachovia Bank NA

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INTELLECTUAL PROPERTY SECURITY AGREEMENT

          This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated December 23, 2002 is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of Wachovia Bank, N.A. as administrative agent (the “Administrative Agent”) for the Secured Parties (as defined in the Security Agreement referred to below).

          WHEREAS, Hollinger International Publishing Inc., a Delaware corporation, and certain of its affiliates entered into a Fifth Amended and Restated Credit Agreement, dated as of December 23, 2002, (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with the Administrative Agent, Wachovia Securities, Inc., as sole lead arranger and book runner, Toronto Dominion (Texas), Inc., as Syndication Agent and General Electric Capital Corporation, as Documentation and the Lenders party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

          WHEREAS, as a condition precedent to the extensions of credit by the Administrative Agent, the other Lenders and the other Secured Parties under the Credit Agreement from time to time, each Grantor has executed and delivered that certain Company Security Agreement dated December 23, 2002 made by the Grantors to the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”).

          WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other governmental authorities.

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

          SECTION 1. Grant of Security. Each Grantor hereby grants to the Administrative Agent for the ratable benefit of the Secured Parties a security interest in all of such Grantor’s right, title and interest in and to the following (the “Collateral”):

       (i) the patents and patent applications set forth in Schedule A hereto (the “Patents”);

       (ii) the trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair

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  the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby (the “Trademarks”);

       (iii) all copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto (the “Copyrights”);

       (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

       (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

       (vi) any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing.

          SECTION 2. Security for Obligations. The grant of a security interest in, the Collateral by each Grantor under this IP Security Agreement secures the payment of all Obligations of such Grantor and the other Obligors now or hereafter existing under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this IP Security Agreement secures, as to each Grantor, the payment of all amounts that constitute part of the Secured Obligations and that would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving an Obligor.

          SECTION 3. Recordation. Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer record this IP Security Agreement.

          SECTION 4. Execution in Counterparts. This IP Security Agreement may be executed in any number of 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.

          SECTION 5. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the

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rights and remedies of, the Administrative Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

          SECTION 6. Assignment of Security. Toronto Dominion (Texas), Inc., as administrative agent under the Existing Credit Agreement (as defined in the Security Agreement), hereby transfers and assigns to the Administrative Agent for the benefit of itself and the other Lenders and Secured Parties all of its security interests and other rights in and to the Collateral.

          SECTION 7. Governing Law. This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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          IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

         
         
 
    HOLLINGER INTERNATIONAL INC.
 
    By    
Name:
        Title:
 
         
 
    Address for Notices:
 
     
 
     
 
     
 
         
 
    DIGITAL CHICAGO INC.
 
    By    
Name:
        Title:
 
         
 
    Address for Notices:
 
     
 
     
 
     
 
         
 
    CHICAGO SUN-TIMES, INC.
 
    By    
Name:
        Title:
 
         
 
    Address for Notices:
 
     
 
     
 
     

Hollinger IP Security Agreement

 

 

         
 
         
 
    MIDWEST SUBURBAN PUBLISHING, INC.
 
    By    
Name:
        Title:
 
         
 
    Address for Notices:
 
     
 
     
 
     
 
         
 
    PIONEER NEWSPAPERS INC.
 
    By    
Name:
        Title:
 
         
 
    Address for Notices:
 
     
 
     
 
     
 
         
 
    CHICAGO SUN-TIMES FEATURES, INC.
 
    By    
Name:
        Title:
 
         
 
    Address for Notices:
 
     
 
     
 
     
 
         
 

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    TORONTO DOMINION (TEXAS), INC.
 
    By    
Name:
        Title:
 
         
 
    Address for Notices:
 
     
 
     
 
     
 
         
 

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Annex B to the Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT

          This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this “IP Security Agreement Supplement”) dated      ,      , is made by the Person listed on the signature page hereof (the “Grantor”) in favor of                 (“       “), as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement referred to below).

          WHEREAS, Hollinger International Publishing Inc., a Delaware corporation, and certain of its affiliates entered into a Fifth Amended and Restated Credit Agreement, dated as of December      , 2002, (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with the Administrative Agent, Wachovia Securities, Inc., as sole lead arranger and book runner, Toronto Dominion (Texas), Inc., as Syndication Agent and General Electric Capital Corporation, as Documentation and the Lenders party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

          WHEREAS, pursuant to the Credit Agreement, the Grantor and certain other Persons have executed and delivered that certain Security Agreement dated December      , 2002 made by the Grantor and such other Persons to the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) and that certain Intellectual Property Security Agreement dated      ,       (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”).

          WHEREAS, under the terms of the Security Agreement, the Grantor has granted to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in the Additional Collateral (as defined in Section 1 below) of the Grantor and has agreed as a condition thereof to execute this IP Security Agreement Supplement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other governmental authorities.

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

          SECTION 1. Grant of Security. Each Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in and to the following (the “Additional Collateral”):

       (i) the patents and patent applications set forth in Schedule A hereto (the “Patents”);

       (ii) the trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely

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  during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby (the “Trademarks”);

       (iii) the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto (the “Copyrights”);

       (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

       (v) all any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

       (vi) any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the foregoing or arising from any of the foregoing.

          SECTION 2. Supplement to Security Agreement. Schedule III to the Security Agreement is, effective as of the date hereof, hereby supplemented to add to such Schedule the Additional Collateral.

          SECTION 3. Security for Obligations. The grant of a security interest in the Additional Collateral by the Grantor under this IP Security Agreement Supplement secures the payment of all Obligations of the Grantor now or hereafter existing under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

          SECTION 4. Recordation. The Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer to record this IP Security Agreement Supplement.

          SECTION 5. Grants, Rights and Remedies. This IP Security Agreement Supplement has been entered into in conjunction with the provisions of the Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Administrative Agent with respect to the Additional Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

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          SECTION 6. Governing Law. This IP Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

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          IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

         
    [NAME OF GRANTOR]
 
    By:
         
Name:
        Title:
         
    Address:    
         
 
         

  Facsimile No.:
Attention:

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SCHEDULE A

PATENTS

None.

 

 

SCHEDULE B

TRADEMARKS

                         
TRADEMARK NAME   REGISTRATION
NUMBER		   TYPE   EXPIRATION
DATE		   ENTITY OWNER
 
 
 
 
To Your Good Health     831,085     US     2007     Chicago Sun-Times, Inc.
All That Zazz     1,521,762     US     2009     Chicago Sun-Times, Inc.
Between the Lines     80,597     IL     2007     Chicago Sun-Times, Inc.
Chicago Daily News     084817     IL     2005     Chicago Sun-Times, Inc.
Chicago Sun-Times     1442078     IL     2007     Chicago Sun-Times, Inc.
Digital Chicago     2,398,173     US     2020     Digital Chicago Inc.
Digital Chicago     084855     IL     2005     Digital Chicago Inc.
Elite     085171     IL     2005     Midwest Suburban
Publishing, Inc.
H Logo     75/174,624     US     2006     Hollinger Intl.
Hollinger Digital     2,271,219     US     2009     Hollinger Intl.
Hollinger International     2149847     US     2006     Hollinger Intl.
Hollinger International     2107696     UK & IRL     2006     Hollinger Intl.
Quick Takes     084603     IL     2005     Chicago Sun-Times, Inc.
Red Streak     pending     IL           Chicago Sun-Times, Inc.
Sun-Times     966535     US     2003     Chicago Sun-Times, Inc.
T.V. Prevue     979443     US     2004     Chicago Sun-Times, Inc.
The Smart Shopper     048969     IL     2005     Chicago Sun-Times, Inc.
Between the lines     2,200,687     US           Chicago Sun-Times, Inc.
Zipnet     1,789,918     US           Chicago Sun-Times, Inc.
City Scene     79,687     IL           Chicago Sun-Times, Inc.
Beat the Champions     50,512     IL           Chicago Sun-Times, Inc.

 

 

                         
Hollinger Digital     2,107,801     UK           Hollinger International Inc.
Hollinger     TMA 564,852     CA           Chicago Sun-Times, Inc.
Digital New York     75/632,168     US           Digital Chicago, Inc.
Antioch Review     2,284,093     US           Pioneer Newspapers Inc.
Senior Class     2,261,700     US           Pioneer Newspapers Inc.
North Shore and design     1,311,035     US           Pioneer Newspapers Inc.
The Evanston Review
stylized letters		     261,511     US           Pioneer Newspapers Inc.
Wilmette Life stylized
letters		     261,512     US           Pioneer Newspapers Inc.
Winnetka Talk     261,513     US           Pioneer Newspapers Inc.
Glencoe News     261,333     US           Pioneer Newspapers Inc.

 

 

SCHEDULE C

COPYRIGHTS

             
Name   Reg. No.   Reg. Date   Owner
 
 
 
Ask pling anything   VA628098   September 13, 1993   Chicago Sun-Times Features, Inc.
Ask pling anything   VA628097   September 14, 1993   Chicago Sun-Times Features, Inc.
Ask pling anything   VA628096   September 14, 1993   Chicago Sun-Times Features, Inc.
Ask Pling Anything   VA628095   September 14, 1993   Chicago Sun-Times Features, Inc.
Chicago Sun-Times Metro Chicago Almanac:
fascinating facts and offbeat offerings about the Windy City/ Don Hayner and Tom McNamee		   TX3653506   July 14, 1993   Chicago Sun-Times Features, Inc.
Chicago Sun-Times Metro Chicago Almanac:
fascinating facts and offbeat offerings about the Windy City/ Don Hayner and Tom McNamee		   TX3230719   January 21, 1992   Chicago Sun-Times Inc. and Bonus Books, Inc.
Chicago Sun-Times           Chicago Sun-Times, Inc. (assigned from Newscorp Services, B.V.)
CAWTS-CAWT table
construction utility		   TX1117677   April 18, 1983   Chicago Sun-Times, Inc. (assigned from Newscorp Services, B.V.)

Hollinger IP Security Agreement