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 Law. THIS 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