SECURITY AGREEMENT

Exhibit 10.2

SECURITY AGREEMENT

Dated as of September 26, 2008

among

THE MCCLATCHY COMPANY

and

Each Other Grantor

From Time to Time Party Hereto

and

BANK OF AMERICA, N.A,

as Administrative Agent

ANNEXES

SECURITY AGREEMENT, dated as of September 26, 2008, by The McClatchy Company, a Delaware corporation (the “Borrower”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.6 hereof (together with Borrower, the “ Grantors ”), in favor of Bank of America, N.A. (“ BofA ”), as Administrative Agent (in such capacity, together with its successors and permitted assigns, the “ Administrative Agent ”) for the Lenders and as Swing Line Lender and L/C Issuer and each other Secured Party (as defined below).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement dated as of June 27, 2006 as amended by Amendment No. 1 to Credit Agreement, dated as of March 28, 2007, Amendment No. 2 to Credit Agreement, dated as of July 19, 2007, Amendment No. 3 to Credit Agreement, dated as of March 28, 2008 and Amendment No. 4 to Credit Agreement, dated as of the date hereof (“ Amendment No. 4 ”) (as the same may be modified from time to time, the “ Credit Agreement ”) among the Borrower, the Lenders from time to time party thereto, and BofA, as Administrative Agent for the Lenders and as Swing Line Lender and L/C Issuer, the Lenders, the Swing Line Lender and the L/C Issuer have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, each Grantor will derive substantial direct and indirect benefits from the making of the extensions of credit under the Credit Agreement; and

WHEREAS, it is a condition precedent to the obligation of the Lenders, the Swing Line Lender and the L/C Issuer to enter into Amendment No. 4 that the Grantors shall have executed and delivered this Agreement to the Administrative Agent;

NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent to enter into Amendment No. 4 and to induce the Lenders, the Swing Line Lender and the L/C Issuer to make their respective extensions of credit to the Borrower under the Credit Agreement, each Grantor hereby agrees with the Administrative Agent as follows:

                            ARTICLE I                                

DEFINED TERMS

“ 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.

“ Cash Collateral Account ” means a deposit account or securities account subject, in each instance, to a Control Agreement, other than accounts established to cash collateralize L/C Borrowings.

“ Collateral ” has the meaning specified in Section 2.1 hereof.

“ Controlled Securities Account ” means each securities account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person as 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.

“ Control Agreement ” means a tri-party deposit account, securities account or commodities account control agreement by and among the applicable Loan Party, the Administrative Agent, and the depository or securities intermediary, and each in form and substance reasonably satisfactory in all respects to the Administrative Agent and in any event providing the Administrative Agent with “control” of such account within the meaning of Articles 8 and 9 of the UCC.

“ 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.

“ Excluded Property ” means, collectively, (i) Stock and Stock Equivalents in any Subsidiary of the Borrower, (ii) any Indebtedness owed to any Grantor by any Subsidiary of the Borrower, (iii) any land, buildings, machinery, equipment, and leasehold interests and improvements in respect of the foregoing of the Borrower and its Subsidiaries which would be reflected on a consolidated balance sheet of the Borrower 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 Borrower 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 (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 purchase money Lien or a Capital Lease permitted under the Credit Agreement if the Contractual Obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such item of Property and (vi) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed); provided , however , “ 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).

“ 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.

“ 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.

“ 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 Intellectual Property ” means Intellectual Property that is owned by or licensed to a Grantor and material to the conduct of any Grantor’s business.

“ 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 3 to the Amendment 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.

“ 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 Parties ” means the Administrative Agent, the Lenders and any Lender or Affiliate party to a Swap Contract, treasury management or cash management agreement described in Section 2.2 hereof.

“ 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 Administrative 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.

                             ARTICLE II                                

GRANT OF SECURITY INTEREST

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 in such property shall be deemed granted therein

                              ARTICLE III                                

REPRESENTATIONS AND WARRANTIES

To induce the Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent to amend the Credit Agreement and to make Loans thereunder, each Grantor hereby represents and warrants each of the following to the Administrative Agent, the Lenders, the Swing Line Lender, the L/C Issuer and the other Secured Parties:

Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder 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.

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.

                                ARTICLE IV                                

COVENANTS

Each Grantor agrees with the Administrative Agent to the following, as long as any Obligation or Commitment remains outstanding (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted):