EX-4.2 3 ef20037312_ex4-2.htm EXHIBIT 4.2

Exhibit 4.2

FIFTH SUPPLEMENTAL INDENTURE
 
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 15, 2024, among GANNETT CO., INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
 
W I T N E S S E T H :
 
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed an indenture, dated as of November 17, 2020 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Company’s 6.000% Convertible Senior Secured Notes due 2027 (the “Notes”), initially in the aggregate principal amount of $497,094,000;
 
WHEREAS, the Company has requested that certain provisions of the Indenture be amended as set forth herein;
 
WHEREAS, pursuant to Section 10.02 of the Indenture, the Trustee, the Company and the Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture with the consent of the holders of at least a majority of the aggregate principal amount of the Notes outstanding;
 
WHEREAS, the holders of at least a majority of the aggregate principal amount of the Notes outstanding (determined in accordance with Article 8 of the Indenture) have consented to all of the amendments effected by this Supplemental Indenture in accordance with the provisions of the Indenture, and evidence of such consents has been provided by the Company to the Trustee; and
 
WHEREAS, the execution and delivery of this instrument has been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with.
 
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby mutually agree as follows:
 
1.
Defined Terms.  All capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.


2.
Amendment.
 

(a)
The definition of “Excluded Securities” in Section 1.01 of the Indenture is amended and restated in its entirely to read as follows:
 
““Excluded Securities” means (i) Equity Interests of the Company issued to directors, officers, employees or consultants of the Company in connection with their service, employment or retention by the Company pursuant to an equity incentive or similar plan approved by the Board of Directors of the Company, (ii) shares of Common Stock issued upon the conversion or exercise of options, warrants, rights or other convertible securities of the Company that are outstanding as of the Issue Date and (iii) the Company’s 6.000% Senior Secured Notes due 2031 and any shares of Common Stock issued upon the conversion of such 6.000% Senior Secured Notes due 2031.”
 

(b)
Section 4.07 (Stay, Extension and Usury Laws) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted.]”
 

(c)
Section 4.08 (Compliance Certificate; Statements as to Defaults) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted.]”
 

(d)
Section 4.09 (Further Instruments and Acts) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted.]”
 

(e)
Section 4.11 (Affirmative Covenants) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted.]”
 

(f)
Section 4.12 (Negative Covenants) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted.]”
 

(g)
Section 4.13 (Minimum Liquidity) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted.]”
 

(h)
Section 4.14 (Dividend Event) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted.]”
 

(i)
Section 4.15 (Remaining Term Loan) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted.]”
 


(j)
Section 4.16 (Designation of Subsidiaries) of the Indenture is amended and restated in its entirety to read as follows:
 
“The Company may at any time designate any of its Restricted Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary.”
 

(k)
Section 6.01(g) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted;]”
 

(l)
Section 6.01(h) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted;]”
 

(m)
Section 6.01(i) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted;]”
 

(n)
Section 6.01(j) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted;]”
 

(o)
Section 6.01(k) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted;]”
 

(p)
Section 6.01(m) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted;]”
 

(q)
Section 11.01(b) of the Indenture is amended and restated in its entirety to read as follows:
 
“[Intentionally omitted;] and”
 

(r)
The Indenture is hereby amended by deleting (i) any definitions from the Indenture with respect to which references would be eliminated as a result of the amendments to the Indenture pursuant to clauses (a) through (q) above and (ii) any references in the Indenture to the sections or clauses that have been deleted from the Indenture pursuant to this Section 2.
 


(s)
Effective as of the date hereof, none of the Company, any Subsidiary Guarantor and the Trustee or other parties to or beneficiaries of the Indenture shall have any rights, obligations or liabilities under such sections or clauses that have been deleted from the Indenture pursuant to this Section 2 and such sections or clauses shall not be considered in determining whether a Default or Event of Default has occurred or whether the Company or the Subsidiary Guarantors have observed, performed or complied with the provisions of the Indenture.
 
3.
Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
 
4.
Governing LawTHIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 
5.
Trustee Makes No Representation.  The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
 
6.
Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  Delivery by electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.
 
7.
Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction thereof.
 
[Remainder of page intentionally left blank.]
 

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the day and year first written above.


GANNETT CO., INC.
 
     

By:
/s/ Michael E. Reed
 

 
Name:
Michael E. Reed  

 
Title:
President and Chief Executive Officer  



GANNETT HOLDINGS LLC

By: GANNETT CO., INC., as its Sole Member

   

By:
/s/ Michael E. Reed


 
Name: Michael E. Reed

 
Title: President and Chief Executive Officer



BRIDGETOWER MEDIA HOLDING COMPANY

CA ALABAMA HOLDINGS, INC.

CA LOUISIANA HOLDINGS, INC.

CA MASSACHUSETTS HOLDINGS, INC.

CA NORTH CAROLINA HOLDINGS, INC.

CA SOUTH CAROLINA HOLDINGS, INC.

COPLEY OHIO NEWSPAPERS, INC.

DAILY JOURNAL OF COMMERCE, INC.

DAILY REPORTER PUBLISHING COMPANY

DB ACQUISITION, INC.

DB ARKANSAS HOLDINGS, INC.

DB IOWA HOLDINGS, INC.

DB NORTH CAROLINA HOLDINGS, INC.

DB OKLAHOMA HOLDINGS, INC.

DB TENNESSEE HOLDINGS, INC.

DB TEXAS HOLDINGS, INC.

DB WASHINGTON HOLDINGS, INC.

FINANCE AND COMMERCE, INC.

GATEHOUSE MEDIA ALASKA HOLDINGS, INC.

GATEHOUSE MEDIA ARKANSAS HOLDINGS, INC.

GATEHOUSE MEDIA CALIFORNIA HOLDINGS, INC.

GATEHOUSE MEDIA COLORADO HOLDINGS, INC.

GATEHOUSE MEDIA CONNECTICUT HOLDINGS, INC.

GATEHOUSE MEDIA CORNING HOLDINGS, INC.

GATEHOUSE MEDIA DELAWARE HOLDINGS, INC.

GATEHOUSE MEDIA DIRECTORIES HOLDINGS, INC.

GATEHOUSE MEDIA FREEPORT HOLDINGS, INC.

GATEHOUSE MEDIA GEORGIA HOLDINGS, INC.

GATEHOUSE MEDIA ILLINOIS HOLDINGS II, INC.

GATEHOUSE MEDIA ILLINOIS HOLDINGS, INC.

GATEHOUSE MEDIA INDIANA HOLDINGS, INC.

GATEHOUSE MEDIA IOWA HOLDINGS, INC.

GATEHOUSE MEDIA KANSAS HOLDINGS II, INC.

GATEHOUSE MEDIA KANSAS HOLDINGS, INC.

GATEHOUSE MEDIA LANSING PRINTING, INC.

GATEHOUSE MEDIA LOUISIANA HOLDINGS, INC.

GATEHOUSE MEDIA MACOMB HOLDINGS, INC.

GATEHOUSE MEDIA MANAGEMENT SERVICES, INC.

GATEHOUSE MEDIA MARYLAND HOLDINGS, INC.

GATEHOUSE MEDIA MASSACHUSETTS I, INC.

GATEHOUSE MEDIA MASSACHUSETTS II, INC.

GATEHOUSE MEDIA MICHIGAN HOLDINGS II, INC.

GATEHOUSE MEDIA MICHIGAN HOLDINGS, INC.

GATEHOUSE MEDIA MINNESOTA HOLDINGS, INC.



By:
/s/ Michael E. Reed


Name:
Michael E. Reed


Title:
Director



GATEHOUSE MEDIA MISSOURI HOLDINGS II, INC.

GATEHOUSE MEDIA MISSOURI HOLDINGS, INC.

GATEHOUSE MEDIA NEBRASKA HOLDINGS, INC.

GATEHOUSE MEDIA NEW YORK HOLDINGS, INC.

GATEHOUSE MEDIA NORTH DAKOTA HOLDINGS, INC.

GATEHOUSE MEDIA OHIO HOLDINGS II, INC.

GATEHOUSE MEDIA OHIO HOLDINGS, INC.

GATEHOUSE MEDIA OKLAHOMA HOLDINGS, INC.

GATEHOUSE MEDIA OREGON HOLDINGS, INC.

GATEHOUSE MEDIA PENNSYLVANIA HOLDINGS, INC.

GATEHOUSE MEDIA SOUTH DAKOTA HOLDINGS, INC.

GATEHOUSE MEDIA SUBURBAN NEWSPAPERS, INC.

GATEHOUSE MEDIA TENNESSEE HOLDINGS, INC.

GATEHOUSE MEDIA TEXAS HOLDINGS II, INC.

GATEHOUSE MEDIA TEXAS HOLDINGS, INC.

GATEHOUSE MEDIA VIRGINIA HOLDINGS, INC.

LMG MAINE HOLDINGS, INC.

LMG MASSACHUSETTS, INC.

LMG NATIONAL PUBLISHING, INC.

LMG RHODE ISLAND HOLDINGS, INC.

LMG STOCKTON, INC.

LOCAL MEDIA GROUP HOLDINGS LLC

LOCAL MEDIA GROUP, INC.

MINERAL DAILY NEWS TRIBUNE, INC.

NEWS LEADER, INC.

SEACOAST NEWSPAPERS, INC.

SUREWEST DIRECTORIES

TERRY NEWSPAPERS, INC.

LMG NANTUCKET, INC.

THE MAIL TRIBUNE, INC.

THE NICKEL OF MEDFORD, INC.

THE PEORIA JOURNAL STAR, INC.

THRIVEHIVE, INC.

UPCURVE, INC.

W-SYSTEMS CORP.



By:
/s/ Michael E. Reed

 
Name:
Michael E. Reed

 
Title:
Director



ARIZONA NEWS SERVICE, LLC

 
By: Dolco Acquisition, LLC, as its Manager

 
By: GateHouse Media Operating, LLC, as its Sole Member

 
By: GateHouse Media Holdco, LLC, as its Sole Member

 
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member

 
By: GateHouse Media, LLC, as its Sole Member

 
By: New Media Holdings II LLC, as its Sole Member

 
By: New Media Holdings I LLC, as its Sole Member

 
By: Gannett Media Corp., as its Sole Member



By:
/s/ Michael E. Reed

 
Name:
Michael E. Reed

 
Title:
Chief Executive Officer


BRIDGETOWER MEDIA DLN, LLC

 
By: Dolco Acquisition, LLC, as its Manager

 
By: GateHouse Media Operating, LLC, as its Sole Member

 
By: GateHouse Media Holdco, LLC, as its Sole Member

 
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member

 
By: GateHouse Media, LLC, as its Sole Member

 
By: New Media Holdings II LLC, as its Sole Member

 
By: New Media Holdings I LLC, as its Sole Member

 
By: Gannett Media Corp., as its Sole Member

BRIDGETOWER MEDIA, LLC

 
By: Dolco Acquisition, LLC, as its Sole Member

 
By: GateHouse Media Operating, LLC, as its Sole Member

 
By: GateHouse Media Holdco, LLC, as its Sole Member

 
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member

 
By: GateHouse Media, LLC, as its Sole Member

 
By: New Media Holdings II LLC, as its Sole Member

 
By: New Media Holdings I LLC, as its Sole Member

 
By: Gannett Media Corp., as its Sole Member

CA FLORIDA HOLDINGS, LLC

 
By: Cummings Acquisition, LLC, as its Sole Member

 
By: GateHouse Media Operating, LLC, as its Sole Member

 
By: GateHouse Media Holdco, LLC, as its Sole Member

 
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member

 
By: GateHouse Media, LLC, as its Sole Member

 
By: New Media Holdings II LLC, as its Sole Member

 
By: New Media Holdings I LLC, as its Sole Member

 
By: Gannett Media Corp., as its Sole Member



By:
/s/ Michael E. Reed


Name:
Michael E. Reed


Title:
President and Chief Executive Officer



CUMMINGS ACQUISITION, LLC

 
By: GateHouse Media Operating, LLC, as its Sole Member

 
By: GateHouse Media Holdco, LLC, as its Sole Member

 
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member

 
By: GateHouse Media, LLC, as its Sole Member

 
By: New Media Holdings II LLC, as its Sole Member

 
By: New Media Holdings I LLC, as its Sole Member

 
By: Gannett Media Corp., as its Sole Member

CYBERINK, LLC

 
By: GateHouse Media Pennsylvania Holdings, Inc., as its Sole Member

DOLCO ACQUISITION, LLC

 
By: GateHouse Media Operating, LLC, as its Sole Member

 
By: GateHouse Media Holdco, LLC, as its Sole Member

 
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member

 
By: GateHouse Media, LLC, as its Sole Member

 
By: New Media Holdings II LLC, as its Sole Member

 
By: New Media Holdings I LLC, as its Sole Member

 
By: Gannett Media Corp., as its Sole Member

ENHE ACQUISITION, LLC

 
By: GateHouse Media Operating, LLC, as its Sole Member

 
By: GateHouse Media Holdco, LLC, as its Sole Member

 
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member

 
By: GateHouse Media, LLC, as its Sole Member

 
By: New Media Holdings II LLC, as its Sole Member

 
By: New Media Holdings I LLC, as its Sole Member

 
By: Gannett Media Corp., as its Sole Member

ENTERPRISE NEWSMEDIA HOLDING, LLC

 
By: GateHouse Media Massachusetts II, Inc., as its Sole Member

ENTERPRISE NEWSMEDIA, LLC

 
By: Enterprise NewsMedia Holding, LLC, as its Sole Member

 
By: GateHouse Media Massachusetts II, Inc., as its Sole Member

ENTERPRISE PUBLISHING COMPANY, LLC

 
By: Enterprise NewsMedia, LLC, as its Sole Member

 
By: Enterprise NewsMedia Holding, LLC, as its Sole Member

 
By: GateHouse Media Massachusetts II, Inc., as its Sole Member

GANNETT VENTURES LLC

 
By: New Media Ventures Group LLC, as its Sole Member

 
By: Gannett Media Corp., as its Sole Member



 
By:
/s/ Michael E. Reed
 
Name:
Michael E. Reed
 
Title:
President and Chief Executive Officer


 
GATEHOUSE MEDIA HOLDCO, LLC
   
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
   
By: GateHouse Media, LLC, as its Sole Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
GATEHOUSE MEDIA INTERMEDIATE HOLDCO, LLC
   
By: GateHouse Media, LLC, as its Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
GATEHOUSE MEDIA OPERATING, LLC
   
By: GateHouse Media Holdco, LLC, as its Sole Member
   
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
   
By: GateHouse Media, LLC, as its Sole Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
GATEHOUSE MEDIA, LLC
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
GEORGE W. PRESCOTT PUBLISHING COMPANY, LLC
   
By: Enterprise NewsMedia, LLC, as its Sole Member
   
By: Enterprise NewsMedia Holding, LLC, as its Sole Member
   
By: GateHouse Media Massachusetts II, Inc., as its Sole Member
 
IDAHO BUSINESS REVIEW, LLC
   
By: Dolco Acquisition, LLC, as its Manager
   
By: GateHouse Media Operating, LLC, as its Sole Member
   
By: GateHouse Media Holdco, LLC, as its Sole Member
   
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
   
By: GateHouse Media, LLC, as its Sole Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
LAWYER’S WEEKLY, LLC
   
By: Dolco Acquisition, LLC, as its Manager
   
By: GateHouse Media Operating, LLC, as its Sole Member
   
By: GateHouse Media Holdco, LLC, as its Sole Member
   
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
   
By: GateHouse Media, LLC, as its Sole Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member

 

By:
/s/ Michael E. Reed

 
Name:
Michael E. Reed

 
Title:
President and Chief Executive Officer


 
LIBERTY SMC, L.L.C.
   
By: GateHouse Media Operating, LLC, as its Sole Member
   
By: GateHouse Media Holdco, LLC, as its Sole Member
   
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
   
By: GateHouse Media, LLC, as its Sole Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
LONG ISLAND BUSINESS NEWS, LLC
   
By: Dolco Acquisition, LLC, as its Manager
   
By: GateHouse Media Operating, LLC, as its Sole Member
   
By: GateHouse Media Holdco, LLC, as its Sole Member
   
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
   
By: GateHouse Media, LLC, as its Sole Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
 
By: Gannett Media Corp., as its Sole Member
 
LOW REALTY, LLC
   
By: Enterprise NewsMedia, LLC, as its Sole Member
   
By: Enterprise NewsMedia Holding, LLC, as its Sole Member
   
By: GateHouse Media Massachusetts II, Inc., as its Sole Member
 
LRT FOUR HUNDRED, LLC
   
By: Enterprise NewsMedia, LLC, as its Sole Member
   
By: Enterprise NewsMedia Holding, LLC, as its Sole Member
   
By: GateHouse Media Massachusetts II, Inc., as its Sole Member
 
MISSOURI LAWYERS MEDIA, LLC
   
By: Dolco Acquisition, LLC, as its Manager
   
By: GateHouse Media Operating, LLC, as its Sole Member
   
By: GateHouse Media Holdco, LLC, as its Sole Member
   
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
   
By: GateHouse Media, LLC, as its Sole Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
NEW MEDIA HOLDINGS I LLC
   
By: Gannett Media Corp., as its Sole Member
 
NEW MEDIA HOLDINGS II LLC
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
 
By:
/s/ Michael E. Reed
   
Name:
Michael E. Reed
   
Title:
President and Chief Executive Officer


 
NEW MEDIA VENTURES GROUP LLC
   
By: Gannett Media Corp., as its Sole Member
 
NEW ORLEANS PUBLISHING GROUP, L.L.C.
   
By: Dolco Acquisition, LLC, as its Manager
   
By: GateHouse Media Operating, LLC, as its Sole Member
   
By: GateHouse Media Holdco, LLC, as its Sole Member
   
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
   
By: GateHouse Media, LLC, as its Sole Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
NOPG, L.L.C.
   
By: New Orleans Publishing Group, L.L.C., as its Sole Member
   
By: Dolco Acquisition, LLC, as its Manager
   
By: GateHouse Media Operating, LLC, as its Sole Member
   
By: GateHouse Media Holdco, LLC, as its Sole Member
   
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
   
By: GateHouse Media, LLC, as its Sole Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
THE DAILY RECORD COMPANY, LLC
   
By: Dolco Acquisition, LLC, as its Manager
   
By: GateHouse Media Operating, LLC, as its Sole Member
   
By: GateHouse Media Holdco, LLC, as its Sole Member
   
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
   
By: GateHouse Media, LLC, as its Sole Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
THE JOURNAL RECORD PUBLISHING CO., LLC
   
By: Dolco Acquisition, LLC, as its Manager
   
By: GateHouse Media Operating, LLC, as its Sole Member
   
By: GateHouse Media Holdco, LLC, as its Sole Member
   
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
   
By: GateHouse Media, LLC, as its Sole Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
     

By:
/s/ Michael E. Reed

 
Name:
Michael E. Reed

 
Title:
President and Chief Executive Officer


 
THE NWS COMPANY, LLC
   
By: Dolco Acquisition, LLC, as its Manager
   
By: GateHouse Media Operating, LLC, as its Sole Member
   
By: GateHouse Media Holdco, LLC, as its Sole Member
   
By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
   
By: GateHouse Media, LLC, as its Sole Member
   
By: New Media Holdings II LLC, as its Sole Member
   
By: New Media Holdings I LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
UPCURVE CLOUD LLC
   
By: UpCurve, Inc., as its Sole Member
 
VENTURES ENDURANCE, LLC
   
By: Gannett Ventures LLC, as its Sole Member
   
By: New Media Ventures Group LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
VENTURES ENDURANCE EVENTS, LLC
   
By: Ventures Endurance, LLC, as its Sole Member
   
By: Gannett Ventures LLC, as its Sole Member
   
By: New Media Ventures Group LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
   
 
By:
/s/ Michael E. Reed
   
Name:  
 Michael E. Reed
   
Title:
 President and Chief Executive Officer


 
ACTION ADVERTISING, INC.
 
ALEXANDRIA NEWSPAPERS, INC.
 
BAXTER COUNTY NEWSPAPERS, INC.
 
BIZZY, INC.
 
BOAT SPINCO, INC.
 
CITIZEN PUBLISHING COMPANY
 
DES MOINES REGISTER AND TRIBUNE COMPANY
 
DESK SPINCO, INC.
 
DETROIT FREE PRESS, INC.
 
DIGICOL, INC.
 
EVANSVILLE COURIER COMPANY, INC.
 
FEDERATED PUBLICATIONS, INC.
 
GANNETT GP MEDIA, INC.
 
GANNETT INTERNATIONAL COMMUNICATIONS, INC.
 
GANNETT MEDIA CORP.
 
GANNETT MHC MEDIA, INC.
 
GANNETT MISSOURI PUBLISHING, INC.
 
GANNETT RETAIL ADVERTISING GROUP, INC.
 
GANNETT RIVER STATES PUBLISHING CORPORATION
 
GANNETT SB, INC.
 
GANNETT SUPPLY CORPORATION
 
GANNETT VERMONT PUBLISHING, INC.
 
JOURNAL COMMUNITY PUBLISHING GROUP, INC.
 
JOURNAL MEDIA GROUP, INC.
 
JOURNAL SENTINEL INC.
 
KICKSERV, LLC
 
MEMPHIS PUBLISHING COMPANY
 
MULTIMEDIA, INC.
 
PHOENIX NEWSPAPERS, INC.
 
PRESS-CITIZEN COMPANY, INC.
 
REACHLOCAL CANADA, INC.
 
REACHLOCAL DP, INC.
 
REACHLOCAL INTERNATIONAL, INC.
 
REACHLOCAL, INC.
 
RENO NEWSPAPERS, INC.
 
SEDONA PUBLISHING COMPANY, INC.
 
THE ADVERTISER COMPANY
 
THE COURIER-JOURNAL, INC.
 
THE DESERT SUN PUBLISHING CO.
 
THE TIMES HERALD COMPANY
 
WORDSTREAM, INC.
 
X.COM, INC.
   
 
By:
/s/ Michael E. Reed
   
Name:
Michael E. Reed
 
Title:
Director


 
GANNETT INTERNATIONAL FINANCE LLC
   
 
By:
/s/ Michael E. Reed
   
Name: Michael E. Reed
   
Title: Manager
   
 
By:
/s/ Douglas E. Horne
   
Name: Douglas E. Horne
   
Title: Manager
   
 
By:
/s/ Polly Grunfeld Sack
   
Name: Polly Grunfeld Sack
   
Title: Manager



AMERICAN INFLUENCER AWARDS, LLC

 
By: Gannett Ventures LLC, as its Sole Member

ENMOTIVE COMPANY LLC

 
By: Gannett Ventures LLC, as its Sole Member

GIDDYUP EVENTS, LLC

 
By: Ventures Endurance, LLC, as its Sole Member

LOCO SPORTS, LLC

 
By: Ventures Endurance, LLC, as its Sole Member
   
 
By:
/s/ Michael E. Reed
   
Name:
Michael E. Reed
   
Title:
Chief Executive Officer



DEALON, LLC

 
By: ReachLocal, Inc., as its Sole Member

DES MOINES PRESS CITIZEN LLC

 
By: Des Moines Register and Tribune Company, as its Sole Member

FOODBLOGS, LLC

 
By: Grateful Media, LLC, as its Sole Member

 
By: Gannett Satellite Information Network, LLC, as its Sole Member

 
By: Gannett Media Corp., as its Sole Member

GANNETT PUBLISHING SERVICES, LLC

 
By: Gannett Satellite Information Network, LLC, as its Managing Member

 
By: Gannett Media Corp., as its Sole Member

GANNETT SATELLITE INFORMATION NETWORK, LLC

 
By: Gannett Media Corp., as its Sole Member

GANNETT UK MEDIA, LLC

 
By: Gannett Media Corp., as its Sole Member

GCCC, LLC

 
By: Gannett Missouri Publishing, Inc., as its Sole Member

GCOE, LLC

 
By: Gannett Satellite Information Network, LLC, as its Managing Member

 
By: Gannett Media Corp., as its Sole Member

GFHC, LLC

 
By: Gannett Media Corp., as its Sole Member

GNSS LLC

 
By: Gannett Media Corp., as its Sole Member

GRATEFUL MEDIA, LLC

 
By: Gannett Satellite Information Network, LLC, as its Sole Member

 
By: Gannett Media Corp., as its Sole Member

IMAGN CONTENT SERVICES, LLC

 
By: USA Today Sports Media Group, LLC, as its Sole Member

 
By: Gannett Satellite Information Network, LLC, as its Managing Member

 
By: Gannett Media Corp., as its Sole Member

LOCALIQ LLC

 
By: Gannett Media Corp., as its Sole Member

MILWAUKEE MARATHON LLC

 
By: Ventures Endurance Events, LLC, as Member and Majority In Interest

 

By:
/s/ Michael E. Reed

 
Name:
Michael E. Reed

 
Title:
President and Chief Executive Officer


 
REACHLOCAL INTERNATIONAL GP LLC
   
By: ReachLocal International, Inc., as its Sole Member
 
SCRIPPS NP OPERATING, LLC
   
By: Desk Spinco, Inc., as its Sole Member
 
THANKSGIVING VENTURES, LLC
   
By: Grateful Media, LLC, as its Sole Member
   
By: Gannett Satellite Information Network, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Sole Member
 
USA TODAY SPORTS MEDIA GROUP, LLC
   
By: Gannett Satellite Information Network, LLC, as its Managing Member
   
By: Gannett Media Corp., as its Sole Member
 
YORK DAILY RECORD-YORK SUNDAY NEWS LLC
   
By: York Newspaper Company, as its Manager
   
By: York Newspaper Holdings, L.P., as its General Partner
   
By: York Partnership Holdings, LLC, as its General Partner
   
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
   
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc. as its Member
   
By: York Partnership Holdings, LLC, as its General Partner
   
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
   
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc. as its Member
   
 
By:
/s/ Michael E. Reed
   
Name:
Michael E. Reed
   
Title:
President and Chief Executive Officer


 
YORK DISPATCH LLC
   
By: York Newspaper Company, as its Manager
   
By: York Newspaper Holdings, L.P., as its General Partner
   
By: York Partnership Holdings, LLC, as its General Partner
   
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
   
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc. as its Member
   
By: York Partnership Holdings, LLC, as its General Partner
   
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
   
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc. as its Member

 

By:
/s/ Michael E. Reed

 
Name:
Michael E. Reed

 
Title:
President and Chief Executive Officer


 
YORK NEWSPAPER COMPANY
   
By: York Newspaper Holdings, L.P., as its General Partner
   
By: York Partnership Holdings, LLC, as its General Partner
   
By: York Newspaper Holdings, L.P., as its General Partner
   
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
   
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc. as its Member
   
By: York Partnership Holdings, LLC, as its General Partner
   
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
   
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc. as its Member
   
 
By:
/s/ Michael E. Reed
   
Name:
Michael E. Reed
   
Title:
President and Chief Executive Officer


 
YORK NEWSPAPERS HOLDINGS, L.P.
   
By: York Partnership Holdings, LLC, as its General Partner
   
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
   
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc., as its Member
 
YORK NEWSPAPERS HOLDINGS, LLC
   
By: York Newspaper Holdings, L.P., as its Sole Member
   
By: York Partnership Holdings, LLC, as its General Partner
   
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
   
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc. as its Member
 
YORK PARTNERSHIP HOLDINGS, LLC
   
By: Texas-New Mexico Newspapers, LLC, as its Managing Member
   
By: The Sun Company of San Bernardino, California LLC, as its Managing Member
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc. as its Member
   
 
By:
/s/ Michael E. Reed
   
Name:
Michael E. Reed
   
Title:
President and Chief Executive Officer


 
DESERT SUN PUBLISHING, LLC
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Co., Inc., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc. as its Member
 
GANNETT MEDIA SERVICES, LLC
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc. as its Member
 
SALINAS NEWSPAPERS LLC
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc. as its Member
 
TEXAS-NEW MEXICO NEWSPAPERS, LLC
   
By: The Sun Company of San Bernardino, California LLC, as its Member
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc. as its Member
 
THE SUN COMPANY OF SAN BERNARDINO, CALIFORNIA LLC
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc., as its Member
 
VISALIA NEWSPAPERS LLC
   
By: Gannett Media Services, LLC, as its Sole Member
   
By: Gannett Media Corp., as its Member
   
By: The Desert Sun Publishing Co., as its Member
   
By: Gannett Satellite Information Network, LLC, as its Member
   
By: Gannett Media Corp., as its Sole Member
   
By: Gannett International Communications, Inc., as its Member
   
 
By:
/s/ Michael E. Reed
   
Name:
Michael E. Reed
   
Title:
President and Chief Executive Officer



U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee
   

By:
/s/ William Sicking

 
Name:
William Sicking

 
Title:
Vice President