Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 15, 2024

GANNETT CO., INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36097	38-3910250
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

175 Sully's Trail, Suite 203, Pittsford, NY 14534

(Address of Principal Executive Offices)

(585) 598-0030

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class		Trading Symbol(s)		Name of each exchange on which registered
	Common Stock, par value $0.01 per share		GCI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01

Entry into a Material Definitive Agreement.

Senior Secured Notes Exchange Offer

On October 15, 2024 (the “Early Settlement Date”), Gannett Co., Inc. (“Gannett”, “our” or the “Company”) and its wholly-owned subsidiary, Gannett Holdings LLC (“Gannett Holdings”), completed early settlement of their previously announced offer to exchange (the “Exchange Offer”) any and all outstanding 6.000% Senior Secured Notes due 2026 (the “Senior Secured Notes”) of Gannett Holdings, for, at the election of each holder of Senior Secured Notes, either (a) (i) first lien term loans (the “Term Loans”) under the Amended Credit Agreement (as defined below) and (ii) an upfront fee equal to 1.5% of such Term Loans (together with the Term Loans, the “Loan Option Consideration”); or (b) cash (the “Cash Option Consideration”). Pursuant to the Exchange Offer, $274,681,000 in aggregate principal amount of Senior Secured Notes, representing 98.61% of the Senior Secured Notes outstanding prior to the Exchange Offer, were tendered and accepted prior to 5:00 p.m., New York City time, on October 10, 2024, and were subsequently canceled. Senior Secured Notes in an aggregate principal amount of $40,428,000 were exchanged for the Loan Option Consideration, and Senior Secured Notes in an aggregate principal amount of $234,253,000 were exchanged for the Cash Option Consideration.

Pursuant to the Exchange Offer, Gannett (a)(i) issued Term Loans in an aggregate principal amount of $40,428,000 and (ii) paid aggregate cash upfront fees of $606,420, in each case, to holders of Senior Secured Notes who validly tendered and did not validly withdraw their Senior Secured Notes in the Exchange Offer and elected the Loan Option Consideration, and (b) paid aggregate cash consideration of $234,253,000 to holders of Senior Secured Notes who validly tendered and did not validly withdraw their Senior Secured Notes in the Exchange Offer and elected the Cash Option Consideration.

Following early settlement of the Exchange Offer, Gannett Holdings had outstanding $3,860,000 aggregate principal amount of Senior Secured Notes.

Senior Secured Notes Consent Solicitation

In connection with the Exchange Offer, the Company and Gannett Holdings solicited consents of the holders of the Senior Secured Notes to amend the indenture, dated as of October 15, 2021 (the “Senior Secured Notes Indenture”) governing the Senior Secured Notes to (i) eliminate substantially all of the restrictive covenants contained in the Senior Secured Notes Indenture, (ii) eliminate certain of the default provisions contained in the Senior Secured Notes Indenture and (iii) amend certain related provisions to conform for such eliminations (collectively, the “Senior Secured Notes Proposed Amendments”). On October 10, 2024, Gannett announced that the requisite number of consents had been received to adopt the Senior Secured Notes Proposed Amendments. In connection therewith, on the Early Settlement Date, Gannett and Gannett Holdings entered into a supplemental indenture (the “Senior Secured Notes Supplemental Indenture”) with the trustee for the Senior Secured Notes to effect the Senior Secured Notes Proposed Amendments, but these amendments will become operative only upon final settlement of the Exchange Offer.

The foregoing description of the Senior Secured Notes Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Senior Secured Notes Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Convertible Notes Exchange and 2031 Convertible Notes Sale

On October 15, 2024, the Company completed privately negotiated transactions with certain holders of Gannett’s 6.000% Convertible Senior Secured Notes due 2027 (the “2027 Convertible Notes), including, as previously announced, funds, accounts or other clients managed by Apollo Capital Management, L.P. or its affiliates (the “Apollo Funds”), pursuant to which it (i) repurchased a total of $223,613,869 in aggregate principal amount of 2027 Convertible Notes for cash at a rate of $1,110 per $1,000 principal amount of 2027 Convertible Notes and (ii) exchanged a total of $223,613,869 in aggregate principal amount of 2027 Convertible Notes for new 6.000% Senior Secured Convertible Notes due 2031 (as described below) (the “2031 Convertible Notes” and such repurchase and exchange, collectively, the “Convertible Notes Exchange” ). The $447,227,737 in aggregate principal amount of 2027 Convertible Notes exchanged pursuant to the Convertible Notes Exchange was subsequently canceled. Following such cancellation, Gannett had outstanding $38,058,263 aggregate principal amount of 2027 Convertible Notes.

Pursuant to the Convertible Notes Exchange, on October 15, 2024, Gannett (a) issued 2031 Convertible Notes in an aggregate principal amount of $223,613,868 to former holders of 2027 Convertible Notes and (b) paid aggregate cash consideration of $248,211,394 to former holders of 2027 Convertible Notes.

Additionally, on October 15, 2024, the Company issued and sold $110,000 aggregate principal amount of 2031 Convertible Notes to certain of the Apollo Funds in a privately negotiated transaction (the “2031 Convertible Notes Sale”).

Following the completion of the Convertible Notes Exchange and the 2031 Convertible Notes Sale, the Company had outstanding $38,058,263 aggregate principal amount of 2027 Convertible Notes and $223,723,868 aggregate principal amount of 2031 Convertible Notes.

In connection with the Convertible Notes Exchange, on the Early Settlement Date, Gannett entered into a supplemental indenture (the “2027 Convertible Notes Supplemental Indenture”) with the trustee for the 2027 Convertible Notes to effect certain amendments to the indenture, dated as of November 17, 2020 (as amended, supplemented or otherwise modified, the “2027 Convertible Notes Indenture”), governing the 2027 Convertible Notes. The 2027 Convertible Notes Supplemental Indenture (i) eliminated substantially all of the restrictive covenants contained in the 2027 Convertible Notes Indenture, (ii) eliminated certain of the default provisions contained in the 2027 Convertible Notes Indenture and (iii) amended certain related provisions to conform for such eliminations.

The foregoing description of the 2027 Convertible Notes Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the 2027 Convertible Notes Supplemental Indenture, a copy of which is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

New 2031 Convertible Notes

The 2031 Convertible Notes were issued pursuant to an indenture, dated as of October 15, 2024, between the Company, the subsidiary guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee (the “2031 Convertible Notes Indenture”).

The 2031 Convertible Notes are guaranteed by Gannett Holdings and all subsidiaries of the Company that are guarantors under the Amended Credit Agreement. The 2031 Convertible Notes rank as senior secured debt of the Company and are secured by liens that are junior to the liens securing the Term Loans and the Senior Secured Notes, but senior to the liens securing the 2027 Convertible Notes.

The Company will pay interest on the 2031 Convertible Notes at an annual rate of 6.000% payable on June 1 and December 1 of each year, beginning on December 1, 2024. The 2031 Convertible Notes will mature on December 1, 2031, unless earlier repurchased or converted.

Each 2031 Convertible Note is convertible into that number of shares of common stock (“Common Stock”) of the Company equal to $1,000 divided by the Conversion Price. The 2031 Convertible Notes may be converted at any time by the holders into cash, Common Stock or any combination of cash and Common Stock, at the Company’s election, based on an initial conversion rate of 200 shares of Common Stock per $1,000 principal amount of the 2031 Convertible Notes (which is equal to a conversion price of $5.00 per share of Common Stock (the “Conversion Price”).

The conversion rate is subject to customary adjustment provisions as provided in the 2031 Convertible Notes Indenture. In addition, the conversion rate will be subject to adjustment in the event of any issuance or sale of Common Stock (or securities convertible into Common Stock) at a price equal to or less than the Conversion Price in order to ensure that following such issuance or sale, the 2031 Convertible Notes would be convertible into approximately 23.3% of the Common Stock after giving effect to such issuance or sale (assuming the initial principal amount of the 2031 Convertible Notes remains outstanding).

If a “Make-Whole Fundamental Change” (as defined in the 2031 Convertible Notes Indenture) occurs, the Company will in certain circumstances increase the conversion rate for a specified period of time. If a “Fundamental Change” (as defined in the 2031 Convertible Notes Indenture) occurs, the Company will be required to offer to repurchase the 2031 Convertible Notes at a repurchase price of 110% of the principal amount thereof.

Until December 1, 2030, the Company will have the right to redeem for cash up to 30% of the 2031 Convertible Notes at a redemption price of 140% of the principal amount thereof, with such amount reduced ratably by any principal amount of 2031 Convertible Notes that has been converted by the holders or redeemed or purchased by the Company.

Following an Event of Default (as defined in the 2031 Convertible Notes Indenture), the 2031 Convertible Notes will be subject to an “asset sale” sweep and “unrestricted cash” sweep substantially identical to the corresponding provisions in the Amended Credit Agreement.

Before paying a dividend, unless the Company’s pro forma Total Gross Leverage Ratio (as defined in the 2031 Convertible Notes Indenture) is less than 1.50x, the Company must offer to redeem an aggregate principal amount of 2031 Convertible Notes equal to the proposed amount of such dividend at a redemption price equal to the principal amount thereof. To the extent the redemption offer is not required by the 2031 Convertible Notes Indenture or is rejected by the noteholders, the Company may pay the dividend, subject to a customary adjustment to the conversion rate, if applicable.

The 2031 Convertible Notes Indenture includes affirmative and negative covenants that are substantially consistent with the Amended Credit Agreement, as well as customary events of default.

The foregoing description of the 2031 Convertible Notes Indenture does not purport to be complete and is qualified in its entirety by reference to the 2031 Convertible Notes Indenture, a copy of which is attached as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Registration Rights Agreement

In connection with the issuance of the 2031 Convertible Notes, the Company also entered into a registration rights agreement, dated as of October 15, 2024 (the “Registration Rights Agreement”), by and among the Company and the other persons signatory thereto, which will give holders of the 2031 Convertible Notes customary registration rights with respect to their as-converted Common Stock (subject to minimum registration amounts, blackout periods and limitations on the number of demands) following the 30-day anniversary of the closing date. A copy of the Registration Rights Agreement is filed as Exhibit 4.4 hereto and is incorporated herein by reference in its entirety.

Credit Facility

On the Early Settlement Date, the Company entered into an Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”) among the Company, as a guarantor, Gannett Holdings, as the borrower (in such capacity, the “Borrower”), certain subsidiaries of the Borrower as guarantors, the lenders party thereto, Citibank, N.A., as the existing collateral agent and administrative agent for the lenders, and Apollo Administrative Agency, LLC, as the successor collateral agent and administrative agent for the lenders, which amended and restated the First Lien Credit Agreement dated as of October 15, 2021 (the “Existing Credit Agreement”; the Existing Credit Agreement as amended and restated by the Amendment and Restatement Agreement, the “Amended Credit Agreement”) among the Company, as a guarantor, the Borrower, certain subsidiaries of the Borrower as guarantors, the lenders from time to time party thereto and Citibank, N.A., as collateral agent and administrative agent for the lenders. The Amended Credit Agreement provides for a five-year senior secured term loan facility in an aggregate principal amount not to exceed $900 million (the “Amended Credit Facility”), comprised of an initial Term Loan funded (including as Loan Option Consideration in exchange for Senior Secured Notes) on the Early Settlement Date in an aggregate principal amount of $850,428,000 and delayed-draw Term Loan commitments in an aggregate amount of $49,572,000. The delayed-draw Term Loan commitments may be drawn, subject to the satisfaction of customary conditions precedent, on or prior to the date that is six months after the Early Settlement Date. The initial Term Loan and any delayed-draw Term Loans under the Amended Credit Facility will constitute the same class of Term Loans under the Amended Credit Agreement. The proceeds of the initial Term Loan under the Amended Credit Facility were applied on the Early Settlement Date to prepay the term loans outstanding under the Existing Credit Agreement on the Early Settlement Date, to repurchase the Senior Secured Notes that were tendered by the holders thereof on or prior to the Early Settlement Date pursuant to the Exchange Offer, to repurchase the 2027 Convertible Notes that were exchanged by the holders thereof on or prior to October 15, 2024 pursuant to the Convertible Notes Exchange and to pay fees, costs and expenses in connection with the foregoing. The proceeds of any delayed-draw Term Loans under the Amended Credit Facility that are funded after the Early Settlement Date may be used by the Borrower to repurchase, redeem, defease or otherwise discharge Senior Secured Notes or 2027 Convertible Notes that are outstanding after the Early Settlement Date and to pay fees and expenses in connection with the foregoing. The obligations of the Borrower under the Amended Credit Facility are guaranteed by the Company and each material domestic restricted subsidiary of the Borrower. The Amended Credit Facility is secured by substantially all assets, including material real property, of the Company, the Borrower and each of the other guarantors.

At the Borrower’s option, loans issued under the Amended Credit Facility will bear interest at a rate of the “term” secured overnight financing rate (SOFR) (which shall not be less than 1.50% per annum) plus a margin equal to 5.00% per annum or an alternate base rate (which shall not be less than 2.50% per annum) plus a margin equal to 4.00% per annum. Loans under the Amended Credit Facility may be prepaid, at the option of the Borrower, at any time without premium. Loans under the Amended Credit Facility are required to be prepaid from time to time with the proceeds of non-ordinary course asset sales and casualty and condemnation events (except that, prior to the date that is six months after the Early Settlement Date, any such proceeds will be required to be applied by the Company to repurchase, redeem, defease or otherwise discharge the Senior Secured Notes, with any such repurchase, redemption, defeasance or other discharge resulting in a dollar-for-dollar reduction in the aggregate delayed-draw Term Loan commitments under the Amended Credit Facility), the proceeds of indebtedness not permitted under the Amended Credit Agreement, and the aggregate amount of cash and cash equivalents on hand at the Company and its restricted subsidiaries in excess of $100 million at the end of each fiscal year of the Company. The Term Loans under the Amended Credit Facility amortize in equal quarterly installments (commencing with the first full fiscal quarter of the Company ending after the Early Settlement Date) at a rate equal to $17,000,000 per annum, with such rate to be adjusted upon the borrowing of any delayed-draw Term Loans under the Amended Credit Facility to the extent necessary to cause such delayed-draw Term Loans to be fungible (including for U.S. federal income tax purposes) with the initial Term Loan under the Amended Credit Facility.

The Amended Credit Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including: a financial covenant requiring minimum liquidity of $30 million at the end of each fiscal quarter and limitations on liens, indebtedness, fundamental changes and dispositions, changes in the nature of the business of the Company and its restricted subsidiaries, loans, advances and investments, sale and leaseback transactions, restricted payments, use of proceeds in violation of Federal Reserve regulations and anti-corruption, anti-terrorism and anti-money laundering regulations, transactions with affiliates, limitations on dividends and other payment restrictions affecting subsidiaries, limitations on negative pledges, modifications of indebtedness, organizational documents and certain other agreements, violations of the Investment Company Act of 1940, as amended, violations of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) and environmental regulations, and plans of division, in each case with customary exceptions including an exception that permits restricted payments in (a) an amount of up to $25 million per fiscal quarter if the First Lien Net Leverage Ratio (as defined in the Amended Credit Agreement) for such fiscal quarter is equal to or less than 2.00 to 1.00, (b) an amount of up to $50 million per fiscal quarter if the First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.50 to 1.00 and (c) an unlimited amount if First Lien Net Leverage Ratio for such fiscal quarter is equal to or less than 1.00 to 1.00. The Amended Credit Agreement also contains usual and customary events of default, including: non-payment of principal, interest, fees and other amounts; material breach of a representation or warranty; default on other material debt; bankruptcy or insolvency; incurrence of certain material ERISA liabilities; material judgments; impairment of loan documentation; violation of subordination provisions; and change of control.

The foregoing summary of the Amendment and Restatement Agreement and the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment and Restatement Agreement filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

The information relating to the incurrence of debt set forth under the headings “New 2031 Convertible Notes” and “Credit Facility” in Item 1.01 of this Report is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth under the headings “Convertible Notes Exchange and 2031 Convertible Notes Sale” and “New 2031 Convertible Notes” in Item 1.01 of this Report is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

As of October 15, 2024, after giving effect to the transactions described above, the Company had indebtedness outstanding under the instruments referenced below as follows:

Credit Facility – Term Loans:	$850,428,000
6.000% Senior Secured Notes due 2026:	$3,860,000
6.000% Convertible Notes due 2027:	$38,058,263
6.000% Convertible Notes due 2031:	$223,723,868

In addition, there were $49,572,000 of undrawn commitments under the delayed-draw Term Loan commitments under the Amended Credit Agreement as of such date.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
4.1	First Supplemental Indenture, dated as of October 15, 2024, by and among Gannett Co., Inc., Gannett Holdings LLC, the Guarantors party thereto and U.S. Bank Trust Company, National Association as trustee.
4.2	Fifth Supplemental Indenture, dated as of October 15, 2024, among Gannett Co., Inc., the Subsidiary Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
4.3	Indenture, dated as of October 15, 2024, among Gannett Co., Inc., the Subsidiary Guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee.
4.4	Registration Rights Agreement, dated as of October 15, 2024, by and among Gannett Co., Inc. and the other Persons signatory thereto.
4.5	First Lien/Second Lien Intercreditor Agreement, dated as of October 15, 2024, among Apollo Administrative Agency, LLC, as First Lien Agreement Agent, Apollo Administrative Agency, LLC, as First Lien Agreement Collateral Agent, U.S. Bank Trust Company, National Association, as Initial Other First-Priority Agent, U.S. Bank Trust Company, National Association, as Initial Other First-Priority Collateral Agent, U.S. Bank Trust Company, National Association, as Initial Second-Priority Agent, and Alter Domus Products Corp., as Initial Second-Priority Collateral Agent.
10.1	Amendment and Restatement Agreement dated as of October 15, 2024, among Gannett Co., Inc., Gannett Holdings LLC, the other Guarantors party thereto, the Lenders party thereto, Citibank, N.A., as the existing administrative agent and collateral agent, and Apollo Administrative Agency, LLC, as successor administrative agent and collateral agent.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statements

Certain items in this Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding our ability to refinance our debt facilities, maturity of debt, note repurchases, exchanges and redemptions, uses of proceeds, expectations (including timing) with respect to the Exchange Offer and Consent Solicitation, the Convertible Notes Exchange, the Amended Credit Agreement, availability of future financing and interest expense. Words and phrases such as “may”, “will”, “are set to”, “to be” and similar expressions are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties. These and other risks and uncertainties could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. The Company can give no assurance its expectations regarding the Exchange Offer and Consent Solicitation, the Convertible Notes Exchange, the Amended Credit Agreement or any other proposed financing or liability management transactions, or otherwise, will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Form 8-K. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the section entitled “Risk Factors” in the confidential offer to exchange and consent solicitation statement dated September 26, 2024 and the risks and other factors detailed in the Company’s 2023 Annual Report on Form 10-K and from time to time in other filings with the Securities and Exchange Commission. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this Form 8-K. Except to the extent required by law, the Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GANNETT CO., INC.

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

Dated: October 16, 2024

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 15, 2024, by and among GANNETT CO., INC., a Delaware corporation (the “Company”), GANNETT HOLDINGS, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the “Issuer”), the 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 Issuer, the Guarantors and the Trustee have heretofore executed an indenture, dated as of October 15, 2021 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Company’s 6.000% First Lien Notes due 2026 (the “Notes”), initially in the aggregate principal amount of $400,000,000;

WHEREAS, the Company and the Issuer have distributed an Offer to Exchange and Consent Solicitation Statement (the “Offer to Exchange”) and the accompanying Consent to the holders of the Notes in connection with the solicitation of consents to the proposed amendments as described in the Offer to Exchange (the “Proposed Amendments”) that provide for the elimination of substantially all of the restrictive covenants and certain of the default provisions and the elimination or amendment of certain related provisions in the Indenture;

WHEREAS, the holders of at least a majority of the aggregate principal amount of the Notes outstanding, not owned by the Company or any of its affiliates, have consented to the Proposed Amendments;

WHEREAS, pursuant to Section 9.02 of the Indenture, the Issuer, the Trustee and the 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 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:

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)

Section 4.03 (Reports) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(b)

Section 4.04 (Compliance Certificate) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(c)

Section 4.07 (Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(d)

Section 4.08 (Limitation on Incurrence of Layered Indebtedness) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(e)

Section 4.09 (Limitation on Restricted Payments) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(f)

Section 4.10 (Liens) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(g)

Section 4.11 (Change of Control) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(h)

Section 4.12 (Company Existence) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(i)

Section 4.13 (Future Guarantors) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(j)

Section 4.14 (Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(k)

Section 4.15 (Asset Sales) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(l)

Section 4.17 (Limitations on Transactions with Affiliates) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(m)

Section 4.18 (Suspension of Covenants) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(n)

Section 5.01(b) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted;] and”

(o)

Section 6.01(5) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted;]”

(p)

Section 6.01(6) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted;]”

(q)

Section 6.01(7) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted;]”

(r)

Section 6.01(8) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted;]”

(s)

Section 6.01(10) of the Indenture is amended and restated in its entirety to read as follows:

“[Intentionally omitted.]”

(t)

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 (s) 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.

(u)

Effective as of the date hereof, none of the Company, the Issuer, any Guarantor, the Trustee, the Notes Collateral Agent, the Registrar, the Paying Agent and the Authenticating Agent 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, the Issuer or the Guarantors have observed, performed or complied with the provisions of the Indenture.

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.

Effectiveness and Operative Date. This Supplemental Indenture shall become effective and binding upon execution by all parties hereto. Notwithstanding the foregoing sentence, the Proposed Amendments to the Indenture set forth in Section 2 hereof shall become operative only upon the Final Settlement Date (as defined in the Offer to Exchange) in accordance with the terms and conditions set forth in the Offer to Exchange.

5.	Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.	Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

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.

8.	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

	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

[Signature Page to First Supplemental Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

By:	/s/ William Sicking
	Name:	William Sicking
	Title:	Vice President

[Signature Page to First Supplemental Indenture]

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

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:

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.

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.

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

Exhibit 4.3

GANNETT CO., INC.,

THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of October 15, 2024

6.000% Convertible Senior Secured Notes due 2031

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS			1

	Section 1.01	Definitions	1

	Section 1.02	References to Interest	47

	Section 1.03	Terms Generally	47

	Section 1.04	Certain Matters of Construction	48

	Section 1.05	Pro Forma Calculations	48

	Section 1.06	Accounting and Other Terms	49

	Section 1.07	Time References	50

ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES			50

	Section 2.01	Designation and Amount	50

	Section 2.02	Form of Notes	50

	Section 2.03	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	51

	Section 2.04	Execution, Authentication and Delivery of Notes	52

	Section 2.05	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	53

	Section 2.06	Mutilated, Destroyed, Lost or Stolen Notes	60

	Section 2.07	Temporary Notes	61

	Section 2.08	Cancellation of Notes Paid, Converted, Etc.	61

	Section 2.09	CUSIP Numbers	62

	Section 2.10	Additional Notes; Repurchases	62

ARTICLE 3 SATISFACTION AND DISCHARGE			62

	Section 3.01	Satisfaction and Discharge	62

ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY			63

	Section 4.01	Payment of Principal and Interest	63

	Section 4.02	Maintenance of Office or Agency	63

	Section 4.03	Appointments to Fill Vacancies in Trustee’s Office	63

	Section 4.04	Provisions as to Paying Agent	63

	Section 4.05	[Reserved]	65

	Section 4.06	[Reserved]	65

	Section 4.07	Stay, Extension and Usury Laws	65

	Section 4.08	Compliance Certificate; Statements as to Defaults	65

	Section 4.09	Further Instruments and Acts	65

	Section 4.10	Additional Interest	65

	Section 4.11	Affirmative Covenants	66

	Section 4.12	Negative Covenants	71

	Section 4.13	Minimum Liquidity	77

	Section 4.14	Dividend Event	77

	Section 4.15	2024 Term Loan	77

	Section 4.16	Designation of Subsidiaries	77

ARTICLE 5 LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE			78

	Section 5.01	Lists of Holders	78

	Section 5.02	Preservation and Disclosure of Lists	78

ARTICLE 6 DEFAULTS AND REMEDIES			78

	Section 6.01	Events of Default	78

	Section 6.02	Acceleration; Rescission and Annulment	81

	Section 6.03	[Reserved]	82

	Section 6.04	Payments of Notes on Default; Suit Therefor	82

	Section 6.05	Application of Monies Collected by Trustee	83

	Section 6.06	Proceedings by Holders	84

	Section 6.07	Proceedings by Trustee	85

	Section 6.08	Remedies Cumulative and Continuing	85

	Section 6.09	Direction of Proceedings and Waiver of Defaults by Majority of Holders	86

	Section 6.10	Notice of Defaults	86

	Section 6.11	Undertaking to Pay Costs	86

ARTICLE 7 CONCERNING THE TRUSTEE			87

	Section 7.01	Duties and Responsibilities of Trustee	87

	Section 7.02	Reliance on Documents, Opinions, Etc.	88

	Section 7.03	No Responsibility for Recitals, Etc.	89

	Section 7.04	Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes	90

	Section 7.05	Monies and Shares of Common Stock to Be Held in Trust	90

	Section 7.06	Compensation and Expenses of Trustee	90

	Section 7.07	Officer’s Certificate as Evidence	91

	Section 7.08	Eligibility of Trustee	91

	Section 7.09	Resignation or Removal of Trustee	91

	Section 7.10	Acceptance by Successor Trustee	92

	Section 7.11	Succession by Merger, Etc.	93

	Section 7.12	Trustee’s Application for Instructions from the Company	94

	Section 7.13	Limitation on Duty of Trustee; Indemnification	94

	ARTICLE 8 CONCERNING THE HOLDERS		94

	Section 8.01	Action by Holders	94

	Section 8.02	Proof of Execution by Holders	94

	Section 8.03	Who Are Deemed Absolute Owners	95

	Section 8.04	Company-Owned Notes Disregarded	95

	Section 8.05	Revocation of Consents; Future Holders Bound	95

ARTICLE 9 HOLDERS’ MEETINGS			96

	Section 9.01	Purpose of Meetings	96

	Section 9.02	Call of Meetings by Trustee	96

	Section 9.03	Call of Meetings by Company or Holders	96

	Section 9.04	Qualifications for Voting	97

	Section 9.05	Regulations	97

	Section 9.06	Voting	97

	Section 9.07	No Delay of Rights by Meeting	98

ARTICLE 10 SUPPLEMENTAL INDENTURES			98

	Section 10.01	Supplemental Indentures Without Consent of Holders	98

	Section 10.02	Supplemental Indentures with Consent of Holders	99

	Section 10.03	Effect of Supplemental Indentures	101

	Section 10.04	Notation on Notes	101

	Section 10.05	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	101

iii

ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE			102

	Section 11.01	Company May Consolidate, Etc. on Certain Terms	102

	Section 11.02	Successor Corporation to Be Substituted	102

	Section 11.03	Subsidiary Guarantors May Consolidate, Etc. on Certain Terms	103

ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS			104

	Section 12.01	Indenture and Notes Solely Corporate Obligations	104

ARTICLE 13 CONVERSION OF NOTES			104

	Section 13.01	Conversion Privilege	104

	Section 13.02	Conversion Procedure; Settlement Upon Conversion	105

	Section 13.03	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes	109

	Section 13.04	Adjustment of Conversion Rate	111

	Section 13.05	Adjustments of Prices	122

	Section 13.06	Shares to Be Fully Paid	123

	Section 13.07	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	123

	Section 13.08	Certain Covenants	125

	Section 13.09	Responsibility of Trustee	125

	Section 13.10	Notice to Holders Prior to Certain Actions	126

	Section 13.11	Stockholder Rights Plans	126

	Section 13.12	Exchange in Lieu of Conversion	126

ARTICLE 14 REPURCHASE OF NOTES AT OPTION OF HOLDERS			127

	Section 14.01	Repurchase at Option of Holders Upon a Repurchase Event	127

	Section 14.02	Withdrawal of Repurchase Event Repurchase Notice	130

	Section 14.03	Deposit of Repurchase Event Repurchase Price	130

	Section 14.04	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	131

ARTICLE 15 OPTIONAL REDEMPTION			132

	Section 15.01	Optional Redemption	132

	Section 15.02	Notice of Optional Redemption; Selection of Notes	132

	Section 15.03	Payment of Notes Called for Redemption	133

	Section 15.04	Restrictions on Redemption	133

ARTICLE 16 RANKING OF NOTES LIENS			134

	Section 16.01	Relative Rights	134

ARTICLE 17 COLLATERAL			135

	Section 17.01	Security Documents	135

	Section 17.02	Notes Collateral Agent	136

	Section 17.03	Authorization of Actions to Be Taken	137

	Section 17.04	Release of Liens	138

	Section 17.05	Powers Exercisable by Receiver or Trustee	140

	Section 17.06	Release Upon Termination of the Company’s Obligations	141

	Section 17.07	Designations	141

	Section 17.08	Limitation on Duty of Notes Collateral Agent in Respect of Collateral; Indemnification	141

ARTICLE 18 GUARANTEE			142

	Section 18.01	Subsidiary Guarantee	142

	Section 18.02	Limitation on Liability	144

	Section 18.03	[Intentionally Omitted]	145

	Section 18.04	Successors and Assigns	145

	Section 18.05	No Waiver	145

	Section 18.06	Modification	146

	Section 18.07	Execution of Supplemental Indenture for Future Subsidiary Guarantors	146

	Section 18.08	Non-Impairment	146

ARTICLE 19 MISCELLANEOUS PROVISIONS			146

	Section 19.01	Provisions Binding on Company’s Successors	146

	Section 19.02	Official Acts by Successor Corporation	146

	Section 19.03	Addresses for Notices, Etc	146

	Section 19.04	Governing Law; Jurisdiction	147

	Section 19.05	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	148

	Section 19.06	Legal Holidays	148

	Section 19.07	No Security Interest Created	148

Section 19.08	Benefits of Indenture	148

Section 19.09	Table of Contents, Headings, Etc.	148

Section 19.10	Authenticating Agent	149

Section 19.11	Execution in Counterparts	150

Section 19.12	Severability	150

Section 19.13	Waiver of Jury Trial	150

Section 19.14	Force Majeure	150

Section 19.15	Calculations	150

Section 19.16	Tax Matters	150

Section 19.17	USA PATRIOT Act	151

Exhibit A	Form of Note
Exhibit B	Form of Supplemental Indenture (Future Guarantors)

Schedule 1.01(C)	Issue Date Immaterial Subsidiaries
Schedule 4.12(b)	Existing Indebtedness
Schedule 4.12(e)	Existing Investments
Schedule 4.12(k)	Limitations on Dividends and Other Payment Restrictions

INDENTURE, dated as of October 15, 2024, among GANNETT CO., INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantors (as defined below) party hereto from time to time and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 6.000% Convertible Senior Secured Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $223,723,868, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture; and

WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note, the Form of Notice of Conversion, the Form of Repurchase Event Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and

WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement according to its terms, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows:

ARTICLE 1

DEFINITIONS

Section 1.01 Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01.

“2024 Term Loan” means the Amended and Restated First Lien Credit Agreement, dated as of October 15, 2024, by and among the Company, Gannett Holdings, the other Subsidiaries of the Company party thereto as guarantors, the lenders from time to time party thereto, and Apollo Administrative Agency, LLC, as administrative agent and collateral agent, as the same may be amended, supplemented or otherwise modified from time to time.

“Account” has the meaning specified for such term in § 9.102 of the UCC.

“Account Debtor” means, with respect to any Person, each debtor, customer or obligor in any way obligated on or in connection with any Account of such Person.

“Acquisition” means the acquisition (whether by means of a merger, consolidation or otherwise) of all of the Equity Interests of any Person or all or substantially all of the assets of (or any division or business line of) any Person.

“Additional Shares” shall have the meaning specified in Section 13.03(a).

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the Equity Interests having ordinary voting power for the election of members of the Board of Directors of such Person or (b) direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities, by contract or otherwise.

“After-Acquired Property” means any property or assets (other than Excluded Property) of the Company or any Subsidiary Guarantor that secures any Notes Obligations that is not already subject to the Lien under the Security Documents.

“All-in Yield” shall mean, as to any loans or notes, the yield thereon payable to all holders thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, rate floors or otherwise; and provided, further, that “All-in Yield” shall not include arrangement, commitment, underwriting, structuring, ticking or similar fees and customary consent fees for an amendment paid generally to consenting lenders.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the anti-bribery and anti-corruption laws, rules and regulations of any jurisdictions applicable to the Notes Parties or their Subsidiaries from time to time (collectively, the “Anti-Corruption Laws”).

“Anti-Money Laundering and Anti-Terrorism Laws” means any Requirement of Law relating to terrorism, economic sanctions or money laundering, including, without limitation, (a) the Money Laundering Control Act of 1986 (i.e., 18 U.S.C. §§ 1956 and 1957), (b) the Bank Secrecy Act of 1970 (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), and the implementing regulations promulgated thereunder, (c) the USA PATRIOT Act and the implementing regulations promulgated thereunder, (d) the laws, regulations and Executive Orders administered under any Sanctions Programs, (e) any law prohibiting or directed against terrorist activities or the financing or support of terrorist activities (e.g., 18 U.S.C. §§ 2339A and 2339B), and (f) any similar laws enacted in the United States or any other jurisdictions in which the parties to this Indenture operate, as any of the foregoing laws have been, or shall hereafter be, amended, renewed, extended, or replaced and all other present and future legal requirements of any Governmental Authority governing, addressing, relating to, or attempting to eliminate, terrorist acts and acts of war and any regulations promulgated pursuant thereto, in each case applicable to the Company or any Subsidiary.

“Apollo” means, collectively, Apollo Capital Management, L.P., Apollo Global Funding, LLC and Apollo Global Securities, LLC.

“Apollo Funds” means funds, accounts or other clients managed by Apollo or its affiliates.

“Asset Sale Repurchase Event” shall mean following the occurrence of an Event of Default and so long as such Event of Default is continuing, the occurrence of a Sale and Leaseback Transaction or any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h), (i) (but only to the extent the fair market value of such property does not exceed $100,000 per Disposition or series of related Dispositions) or (j) of the definition of Permitted Dispositions) by any Notes Party or its Restricted Subsidiaries (other than Sale and Leaseback Transactions and Dispositions resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single Sale and Leaseback Transaction or Disposition).

“Asset Sale Repurchase Event Amount” shall mean the Net Cash Proceeds from the Disposition or Sale and Leaseback Transaction triggering the related Asset Sale Repurchase Event.

“Asset Sale Repurchase Event Price” shall mean with respect to any Notes to be repurchased in connection with an Asset Sale Repurchase Event, 100% of the principal amount thereof.

“Blocked Person” means any Person:

(a) that (i) is identified on the list of “Specially Designated Nationals and Blocked Persons” published by OFAC; (ii) resides, is organized or chartered in a country, region or territory that is the target of comprehensive sanctions under any Sanctions Program; or (iii) a Person listed in any economic or financial sanctions-related or trade embargoes-related list of designated Persons maintained under any of the Anti-Money Laundering and Anti-Terrorism Laws; and

(b) that is owned or controlled by or that is acting for or on behalf of, any Person described in clause (a) above.

“Board of Directors” means with respect to (a) a corporation, the board of directors of the corporation or a committee of such board duly authorized to act for it hereunder, (b) a partnership, the board of directors of the general partner of the partnership, (c) a limited liability company, the managing member or members or any controlling committee or board of directors of such company or the sole member or the managing member thereof, and (d) any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company, and to be in full force and effect on the date of such certification and delivered to the Trustee.

“BridgeTower Asset Purchase Agreement” means that certain asset purchase agreement, dated as of October 30, 2020, by and among BridgeTower Media, LLC, a Delaware limited liability company, as seller, the other sellers party thereto, BridgeTower OpCo, LLC, a Delaware limited liability company, as purchaser and BridgeTower Media, LLC, a Delaware limited liability company, solely in its capacity as the representative for the sellers party thereto.

“Business Day” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Capitalized Lease” means, with respect to any Person, any lease of (or other arrangement conveying the right to use) real or personal property by such Person as lessee that is required under GAAP to be classified and accounted for as a finance lease on the balance sheet of such Person.

“Capitalized Lease Obligations” means, with respect to any Person, obligations of such Person and its Restricted Subsidiaries under Capitalized Leases, and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case, maturing within six months from the date of acquisition thereof; (b) commercial paper, maturing not more than 270 days after the date of issue rated P‑1 by Moody’s or A‑1 by Standard & Poor’s; (c) certificates of deposit maturing not more than 270 days after the date of issue, issued by commercial banking institutions and money market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with major money center banks included in the commercial banking institutions described in clause (c) above and which are secured by readily marketable direct obligations of the United States Government or any agency thereof; (e) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000, which assets are primarily comprised of Cash Equivalents described in another clause of this definition; (f) marketable tax exempt securities rated A or higher by Moody’s or A+ or higher by Standard & Poor’s, in each case, maturing within 270 days from the date of acquisition thereof; and (g) in the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.

“CFC” means (a) any Person that is a “controlled foreign corporation” (within the meaning of Section 957), but only if a “United States person” (within the meaning of Section 7701(a)(30)) that is an Affiliate of a Notes Party is, with respect to such Person, a “United States shareholder” (within the meaning of Section 951(b)) described in Section 951(a)(1); and (b) each Subsidiary of a Person described in clause (a). For purposes of this definition, all Section references are to the Internal Revenue Code.

“Cash Settlement” shall have the meaning specified in Section 13.02(a).

The term “close of business” means 5:00 p.m. (New York City time).

“Collateral” means all of the property and assets and all interests therein and proceeds thereof now owned or hereafter acquired by any Person upon which a Lien is granted or purported to be granted by such Person as security for all or any part of the Notes Obligations.

“Combination Settlement” shall have the meaning specified in Section 13.02(a).

“Commission” means the U.S. Securities and Exchange Commission.

“Common Equity” of any Person means Equity Interests of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person, but, for the avoidance of doubt, excluding any debt securities convertible into or exchangeable for any securities otherwise constituting Common Equity pursuant to this definition.

“Common Stock” means the common stock of the Company, par value $0.01 per share, at the date of this Indenture, subject to Section 13.07.

“Company” shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, shall include its successors and assigns.

“Company Order” means a written order of the Company, signed by one of its Officers, and delivered to the Trustee.

“Consolidated EBITDA” means, with respect to any Person for any period:

(a) the Consolidated Net Income of such Person for such period,

plus

(b) without duplication, the sum of the following amounts for such period to the extent (except in the case of clause (xi)) deducted in the calculation of Consolidated Net Income for such period:

(i) any provision for United States federal income taxes or other taxes measured by net income,

(ii) Consolidated Net Interest Expense (but excluding interest expense related to operating leases that are not Capitalized Leases),

(iii) any depreciation and amortization expense (but excluding depreciation and amortization related to operating leases that are not Capitalized Leases),

(iv) any aggregate net loss on the Disposition of property (other than accounts and Inventory) outside the ordinary course of business,

(v) any other non-cash expenditure, charge or loss for such period (other than any non-cash expenditure, charge or loss relating to write-offs, write-downs or reserves with respect to accounts and Inventory),

(vi) any restructuring and integration costs, any other extraordinary, non-recurring or unusual charges and expenses or deductions (collectively, “Extraordinary Expenses”); provided that, for any period of four consecutive Fiscal Quarters, the aggregate amount of cash Extraordinary Expenses that are added back pursuant to this clause (vi) in calculating Consolidated EBITDA (when taken together with add-backs pursuant to clause (xi) below for such period of four consecutive Fiscal Quarters) shall not exceed 20% of Consolidated EBITDA of such Person (which percentage shall be calculated prior to giving effect to any such add-backs and adjustments),

(vii) deferred financing costs,

(viii) management fee incentive expense incurred and paid using common Equity Interests,

(ix) fees, costs and expenses in connection with the Transactions,

(x) fees, costs and expenses relating to any contemplated or completed acquisitions or dispositions or to any contemplated or completed offering of securities or other Indebtedness, and

(xi) (x) [reserved]; and (y) pro forma “run rate” cost savings, operating expense reductions and synergies related to acquisitions, dispositions and other specified transactions (including, for the avoidance of doubt, acquisitions occurring prior to the Issue Date), restructurings, cost savings initiatives and other initiatives that are reasonably identifiable, factually supportable and projected by the Company in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Company) within 18 months after such acquisition, disposition or other specified transaction, restructuring, cost savings initiative or other initiative (in the case of subclauses (x) and (y), without duplication of any actual benefits realized from such steps prior to or during the applicable test period); provided that (1) the Company shall have delivered to the Trustee a certificate of the chief financial officer of the Company, in form and substance reasonably satisfactory to the Trustee (acting at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding), certifying that such cost savings meet the requirements set forth in subclause (x) or (y), as applicable, together with reasonably detailed evidence in support thereof, (2) cost savings, operating expense reductions and synergies will cease to be included in the determination of Consolidated EBITDA if the Company ceases to reasonably expect substantial steps with respect thereto to be taken within such 18-month period or if the benefits thereof are no longer expected by the Company to be achieved and (3) for any period of four Fiscal Quarters, the aggregate amount added back to Consolidated EBITDA for such period pursuant to this clause (xi) (when taken together with add-backs pursuant to clause (vi) above for such period of four consecutive Fiscal Quarters) shall not exceed 20% of Consolidated EBITDA for such period (which percentage shall be calculated prior to giving effect to any such add-backs and adjustments),

minus

(c) without duplication, the sum of the following amounts for such period to the extent included in the calculation of such Consolidated Net Income for such period:

(i) any credit for United States federal income taxes or other taxes measured by net income,

(ii) any gain from extraordinary items,

(iii) any aggregate net gain from the Disposition of property (other than accounts and Inventory) outside the ordinary course of business; and

(iv) any other non-cash gain, including any reversal of a charge referred to in clause (b)(v) above by reason of a decrease in the value of any Equity Interest, but excluding any such non-cash gains (A) in respect of which cash was received in a prior period or will be received in a future period and (B) that represent the reversal of any accrual in a prior period for, or the reversal of any cash reserves established in a prior period for, anticipated cash charges.

“Consolidated Net Income” means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period; provided, however, that the following shall be excluded: (a) the net income of any other Person in which such Person or one of its Restricted Subsidiaries has a joint interest with a third-party (which interest does not cause the net income of such other Person to be consolidated into the net income of such Person), except to the extent of the amount of dividends or distributions paid to such Person or Restricted Subsidiary, (b) the net income of any Restricted Subsidiary (other than a Notes Party) of such Person that is, on the last day of such period, subject to any restriction or limitation on the payment of dividends or the making of other distributions, to the extent of such restriction or limitation, and (c) the net income of any other Person arising prior to such other Person becoming a Restricted Subsidiary of such Person or merging or consolidating into such Person or its Restricted Subsidiaries.

“Consolidated Net Interest Expense” means, with respect to any Person for any period, (a) gross interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis and in accordance with GAAP, less (b) the sum of (i) interest income for such period and (ii) gains for such period on Hedging Agreements (to the extent not included in interest income above and to the extent not deducted in the calculation of gross interest expense), plus (c) the sum of (i) losses for such period on Hedging Agreements (to the extent not included in gross interest expense), (ii) the upfront costs or fees for such period associated with Hedging Agreements (to the extent not included in gross interest expense) and (iii) amortization of original issue discount resulting from the issuance of Indebtedness at less than par or debt discount associated with the Notes, in each case, determined on a consolidated basis and in accordance with GAAP.

“Contingent Indemnity Obligations” means any Obligation constituting a contingent, unliquidated indemnification obligation of any Notes Party, in each case, to the extent (a) such obligation has not accrued and is not yet due and payable and (b) no claim has been made or is reasonably anticipated to be made with respect thereto.

“Contingent Obligation” means, with respect to any Person, any obligation of such Person guaranteeing any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement, (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include any product warranties extended in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation with respect to which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control Agreement” means, with respect to any deposit account, any securities account, any commodity account, any securities entitlement or any commodity contract, an agreement among, among others, the Notes Collateral Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Notes Party maintaining such account or entitlement or contract, effective to grant “control” (as defined under the applicable UCC) over such account, entitlement or contract to the Notes Collateral Agent.

“Conversion Agent” shall have the meaning specified in Section 4.02.

“Conversion Date” shall have the meaning specified in Section 13.02(c).

“Conversion Obligation” shall have the meaning specified in Section 13.01(a).

“Conversion Price” means as of any time, $1,000, divided by the Conversion Rate as of such time.

“Conversion Rate” shall have the meaning specified in Section 13.01(a).

“Convertible Notes Exchange” means (i) the exchange by the Company of the Existing 2L Notes held by the Apollo Funds and the delivery of consents with respect to certain amendments to the Existing 2L Notes Indenture as follows: (x) 50% of the aggregate principal amount of Existing 2L Notes will be exchanged for cash at a rate of $1,110 per $1,000 principal amount of Existing 2L Notes exchanged and (y) 50% of the aggregate principal amount of Existing 2L Notes will be exchanged for Notes issued pursuant to this Indenture; and (ii) one or more additional exchanges with other holders of the Existing 2L Notes on terms and conditions no more favorable to such holders (unless as may otherwise be agreed by Apollo) than the terms of the exchange described in the immediately preceding clause (i) (including with respect to the amount of cash, aggregate principal amount of Notes or any other consideration delivered).

“Corporate Trust Office” means the designated office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 425 Walnut Street, 6th Floor, Mail Drop CN-OH-W6CT, Cincinnati, Ohio 45202, Attention: Corporate Trust Services—Administrator for Gannett Co., Inc., or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Company).

“Custodian” means the Trustee, as custodian for The Depository Trust Company, with respect to the Global Notes, or any successor entity thereto.

“Daily Conversion Value” means, for each of the 40 consecutive Trading Days during the Observation Period, 1/40th of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.

“Daily Measurement Value” means the Specified Dollar Amount (if any), divided by 40.

“Daily Settlement Amount,” for each of the 40 consecutive Trading Days during the Observation Period, shall consist of:

(a) cash in an amount equal to the lesser of (i) the Daily Measurement Value and (ii) the Daily Conversion Value on such Trading Day; and

(b) if the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value, a number of shares of Common Stock equal to (i) the difference between the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the Daily VWAP for such Trading Day.

“Daily VWAP” means, for each of the 40 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “GCI <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Debt Parameters” means the requirements of clauses (c) through (h) of the definition of “Refinancing Facilities”.

“Debtor Relief Law” means the Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect.

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

“Defaulted Amounts” means any amounts on any Note (including, without limitation, the Redemption Price, the Repurchase Event Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for.

“Depositary” means, with respect to each Global Note, the Person specified in Section 2.05(c) as the Depositary with respect to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include such successor.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by Gannett Holdings or a Restricted Subsidiary in connection with a Disposition pursuant to Section 4.12(c) that is designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized Officer of Gannett Holdings, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of such Disposition).

“Discharge” means, with respect to any Obligations, except to the extent otherwise provided herein with respect to the reinstatement or continuation of any such Obligations, the payment in full in cash (except for contingent indemnities and cost and reimbursement obligations to the extent no claim has been made) of all such Obligations then outstanding, if any, and, with respect to letters of credit or letter of credit guaranties outstanding under the agreements or instruments (collectively, the “Relevant Instruments”) governing such Obligations, delivery of cash collateral, backstop letters of credit or other accommodations in respect thereof in a manner consistent with such agreement or instrument, in each case after or concurrently with the termination of all commitments to extend credit thereunder, and the termination of all commitments of “secured parties” under the Relevant Instruments; provided that the Discharge of First-Priority Obligations shall not be deemed to have occurred if such payments are made with the proceeds of other First-Priority Obligations that constitute an exchange or replacement for or a refinancing of such First-Priority Obligations. In the event any Obligations are modified and such Obligations are paid over time or otherwise modified, in each case, pursuant to Section 1129 of the Bankruptcy Code, such Obligations shall be deemed to be discharged when the final payment is made, in cash, in respect of such indebtedness and any obligations pursuant to such new or modified indebtedness shall have been satisfied. The term “Discharged” shall have a corresponding meaning.

“Disposition” means any transaction, or series of related transactions, pursuant to which any Person or any of its Subsidiaries sells, assigns, transfers, leases, licenses (as licensor) or otherwise disposes of any property or assets (whether now owned or hereafter acquired) to any other Person, in each case, whether or not the consideration therefor consists of cash, securities or other assets owned by the acquiring Person. For purposes of clarification, “Disposition” shall include (a) the sale or other disposition for value of any contracts, (b) the early termination or modification of any contract resulting in the receipt by any Notes Party of a cash payment or other consideration in exchange for such event (other than payments in the ordinary course for accrued and unpaid amounts due through the date of termination or modification), (c) any sale of merchant accounts (or any rights thereto (including any rights to any residual payment stream with respect thereto)) by any Notes Party or (d) any disposition of property through a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (except as a result of (i) the payment in full of the Notes Obligations (other than Contingent Indemnity Obligations) and (ii) a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Notes and all other Notes Obligations (other than Contingent Indemnity Obligations)), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends or distributions in cash, or (d) is convertible into or exchangeable for (i) Indebtedness or (ii) any other Equity Interests that would constitute Disqualified Equity Interests, in each case of clauses (a) through (d), prior to the date that is 91 days after the Maturity Date.

“Distributed Property” shall have the meaning specified in Section 13.04(c).

“Dividend Repurchase Event” shall mean the Board of Directors of the Company approving the declaration of a dividend or distribution (other than a dividend or distribution consisting solely of Common Stock of the Company) on account of the Company’s Equity Interests if the Total Gross Leverage Ratio of the Company for the most recent four Fiscal Quarter period for which financial statements are available is greater than 1.50 to 1.00 on a pro forma basis after giving effect to such dividend or distribution.

“Dividend Repurchase Event Amount” shall mean the Company’s proposed amount of dividend or distribution in connection with the related Dividend Repurchase Event; in the case of a dividend or distribution of non-cash property, the value of such dividend or distribution shall be determined in good faith by the Board of Directors of the Company.

“Dividend Repurchase Event Price” shall mean with respect to any Notes, 100% of the principal amount thereof.

“Dividend Threshold” shall have the meaning specified in Section 13.04(d).

“Dollar,” “Dollars” and the symbol “$” each means lawful money of the United States of America.

“Domestic Notes Party” means (a) the Company and (b) each Subsidiary Guarantor that is a Domestic Subsidiary.

“Domestic Subsidiaries” means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Effective Date” shall have the meaning specified in Section 13.03(c), except that, as used in Section 13.04 and Section 13.05, shall mean the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable.

“Employee Plan” means an employee benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA that is maintained by any Notes Party or with respect to which any Notes Party has any liability (including on account of any of its ERISA Affiliates).

“Environmental Actions” means any complaint, summons, citation, written notice or directive, order, claim, litigation, investigation, judicial or administrative proceeding or judgment by or before any Governmental Authority or a consent, approval, satisfaction, determination, judgment, acceptance or similar action by any Person involving violations of Environmental Laws or Releases of or exposure of any Person to Hazardous Materials (a) from any assets, properties or businesses owned or operated by any Notes Party or any of its Subsidiaries or any legal predecessor in interest; (b) from adjoining properties or businesses onto or otherwise impacting any assets or properties owned or operated by any Notes Party or any of its Subsidiaries; or (c) onto any facilities which received Hazardous Materials generated by any Notes Party or any of its Subsidiaries or any predecessor in interest.

“Environmental Laws” means, as applicable, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq.), the Federal Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.) and, as it relates to exposure to hazardous or toxic materials, the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as such laws may be amended or otherwise modified from time to time, and any other Requirement of Law, permit, license or other binding determination of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment or other binding government restrictions relating to the protection of the environment or the generation, storage, use, labelling, transport, distribution, Release, deposit or migration of, or exposure of any Person to, any hazardous or toxic materials or materials listed, defined, or regulated as “hazardous”, “toxic”, a “pollutant”, or a “contaminant” or words of similar meaning under applicable Requirements of Law into the environment.

“Environmental Liabilities and Costs” means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigations and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which, in each case, relate to any Notes Party’s noncompliance with Environmental Laws, or any environmental condition at or a Release of Hazardous Materials from or onto (a) any property presently or formerly owned by any Notes Party or any of its Subsidiaries or (b) any facility which received Hazardous Materials generated by any Notes Party or any of its Subsidiaries.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

“Equity Interests” means (a) 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 profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting and (b) all securities convertible into or exchangeable for any of the foregoing and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible, exchangeable or exercisable.

“Equity Issuance” means either (a) the sale or issuance by any Notes Party or any of its Restricted Subsidiaries of any shares of its Equity Interests or (b) the receipt by the Company of any cash capital contributions.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case, as in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

“ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which would be deemed to be a “controlled group” within the meaning of Sections 414(b), (c), (m) and (o) of the Internal Revenue Code.

“Event of Default” shall have the meaning specified in Section 6.01.

“Ex-Dividend Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

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

“Exchange Election” shall have the meaning specified in Section 13.12.

“Excluded Property” means (i) the property and other assets of the Company and the Subsidiary Guarantors that is excluded from the grant of security interest in favor of the Notes Collateral Agent, on behalf of the Holders, pursuant to the terms of this Indenture and the Security Documents or (ii) any property or assets of the Company or any Subsidiary Guarantor for which neither Company nor any Subsidiary Guarantor is required pursuant to the 2024 Term Loan or any Refinancing Facilities in respect thereof to be used to secure the Obligations under the 2024 Term Loan or any Refinancing Facilities in respect thereof.

“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) Notes issued pursuant to this Indenture and any shares of Common Stock issued upon the conversion of such Notes.

“Excluded Subsidiary” means any of the following: (a) an Unrestricted Subsidiary, (b) a Restricted Subsidiary that is a Foreign Subsidiary or a FSHCO, (c) an Immaterial Subsidiary, (d) Newsquest Media Group Limited and each of its Subsidiaries or (e) a Restricted Subsidiary that either (i) is not wholly owned, directly or indirectly, by the Company on the Issue Date or (ii) becomes a Restricted Subsidiary that is not wholly owned, directly or indirectly, by the Company after the Issue Date pursuant to a bona fide transaction with a non-affiliated party the primary purpose of which was other than causing such Restricted Subsidiary to become an Excluded Subsidiary, unless in the case of clauses (b), (c), (d) and (e), such Subsidiary is an obligor or guarantor under the Existing 1L Notes, the Existing 2L Notes, the 2024 Term Loan or any other Indebtedness of the Company or any of its Restricted Subsidiaries (excluding Indebtedness evidenced by this Indenture) in each case in an aggregate principal amount in excess of $50,000,000.

“Existing 1L Notes” means the notes issued pursuant to the Existing 1L Notes Indenture. As of the Issue Date and after giving effect to the initial closing of the Senior Secured Notes Exchange Offer, there are $3,860,000 principal amount of Existing 1L Notes outstanding.

“Existing 1L Notes Collateral Agent” means U.S. Bank Trust Company, National Association (f/k/a U.S. Bank, National Association), as collateral agent in respect of the Existing 1L Notes.

“Existing 1L Notes Indenture” means the Indenture, dated as of October 15, 2021, among Gannett Holdings, the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association (f/k/a U.S. Bank National Association), as trustee (as amended, restated, supplemented or otherwise modified from time to time).

“Existing 1L Notes Trustee” means U.S. Bank Trust Company, National Association (f/k/a U.S. Bank, National Association) in its capacity as trustee under the Existing 1L Notes Indenture.

“Existing 2L Notes” means the notes issued pursuant to the Existing 2L Notes Indenture. As of the Issue Date, there are $38,058,263 principal amount of Existing 2L Notes outstanding.

“Existing 2L Notes Collateral Agent” means Alter Domus Products Corp., as collateral agent in respect of the Existing 2L Notes.

“Existing 2L Notes Indenture” means the Indenture, dated as of November 17, 2020, by and between the Company and the Trustee (as has been amended, supplemented or otherwise modified from time to time prior to the Issue Date).

“Existing Intercreditor Agreement” means the first lien/second lien intercreditor agreement, dated as of October 15, 2021, among the Apollo Administrative Agency, LLC (as administrative agent and collateral agent on behalf of the lenders), the Existing 1L Notes Trustee, the Existing 1L Notes Collateral Agent, the Existing 2L Notes Trustee and the Existing 2L Notes Collateral Agent.

“Extraordinary Receipts” means any cash received by the Company or any of its Subsidiaries from casualty or condemnation awards (and payments in lieu thereof).

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“Fair Market Value” means, with respect to any asset, the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Company’s Board of Directors or a senior officer of the Company, which determination shall be conclusive absent fraud or gross negligence.

“First Lien Intercreditor Agreement” means the first lien/second lien intercreditor agreement among the Notes Collateral Agent, the Trustee, the Existing 1L Notes Collateral Agent, the Existing 1L Notes Trustee, the Term Loan Administrative Agent, the Term Loan Collateral Agent, and the other parties from time to time party thereto, entered into on the Issue Date, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Indenture.

“First Lien Net Leverage Ratio” means, with respect to any Person for any period, the ratio of (a) Total Indebtedness of such Person and its Restricted Subsidiaries on a consolidated basis outstanding as of the end of such period (excluding any Indebtedness to the extent unsecured or secured by a Lien on all or any portion of the Collateral ranking junior to the Liens securing the First-Priority Obligations), minus Unrestricted Cash of such Person and its Restricted Subsidiaries to (b) Consolidated EBITDA of such Person and its Restricted Subsidiaries for the period of four consecutive Fiscal Quarters then last ended for which financial statements have been (or were required to be) delivered pursuant to Section 4.11(a)(ii) or Section 4.11(a)(iii), as applicable. Unless otherwise specified, references to the “First Lien Net Leverage Ratio” herein shall mean the First Lien Net Leverage Ratio of the Company and its Restricted Subsidiaries.

“First-Priority Obligations” means any Obligations in respect of (i) the 2024 Term Loan, (ii) the Existing 1L Notes Indenture and (iii) Indebtedness that is both permitted to be incurred hereunder and permitted to be secured by a Lien on the Collateral on a senior basis to the Notes Obligations.

“Fiscal Quarter” means a fiscal quarter of the Company and its Subsidiaries.

“Fiscal Year” means the fiscal year of the Company and its Subsidiaries ending on December 31 of each calendar year.

“FSHCO” means any Restricted Subsidiary substantially all of whose assets consists of (a) Equity Interests or (b) Equity Interests and Indebtedness of one or more Foreign Subsidiaries that are CFCs.

“Foreign Official” means any employee, official, or other person acting on behalf of any foreign (i.e., non-U.S.) Governmental Authority, or of any public international organization, or any foreign political party or official thereof, or candidate for foreign political office.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Form of Assignment and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.

“Form of Note” means the “Form of Note” attached hereto as Exhibit A.

“Form of Notice of Conversion” means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A.

“Form of Repurchase Event Repurchase Notice” means the “Form of Repurchase Event Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

“Fundamental Change” shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

(a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its direct or indirect Wholly Owned Subsidiaries and the employee benefit plans of the Company and its direct or indirect Wholly Owned Subsidiaries, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity;

(b) the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s direct or indirect Wholly Owned Subsidiaries; provided, however, that a transaction described in clause (A) or clause (B) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);

(d) the Common Stock (or other common stock underlying the Notes) ceases to be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors); provided, however, that a transaction or transactions described in clause (a) or clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be received by the holders of the Common Stock, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights (subject to the provisions of Section 13.02(a)). If any transaction in which the Common Stock is replaced by the common stock of another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (d) of the definition thereof, following the effective date of such transaction) references to the Company in this definition shall instead be references to such other entity; or

(e) a “Change of Control” under the 2024 Term Loan or the Refinancing Facilities.

Any transaction that constitutes a Fundamental Change pursuant to both clause (a) and clause (b) of this definition shall be deemed a Fundamental Change solely under clause (b) of this definition.

“Fundamental Change Repurchase Amount” shall mean all of the outstanding Notes.

“Fundamental Change Repurchase Price” shall mean with respect to any Notes to be repurchased in connection with a Fundamental Change, 110% of the principal amount thereof.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

“Gannett Holdings” means Gannett Holdings LLC, a Delaware limited liability company.

The term “given” with respect to any notice to be given to a Holder pursuant to this Indenture, shall mean notice (x) given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices or procedures at the Depositary (in the case of a Global Note) or (y) mailed to such Holder by first class mail, postage prepaid, at its address as it appears on the Note Register, in each case in accordance with Section 19.03. Notice so “given” shall be deemed to include any notice to be “mailed” or “delivered,” as applicable, under this Indenture.

“Global Note” shall have the meaning specified in Section 2.05(b).

“Governing Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization, and the operating agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture, declaration or other applicable agreement or documentation evidencing or otherwise relating to its formation or organization, governance and capitalization; and (d) with respect to any of the entities described above, any other agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization.

“Governmental Authority” means any nation or government, any Federal, state, province, city, town, municipality, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Hazardous Material” means (a) any element, compound or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste under Environmental Laws or that is likely to cause immediately, or at some future time, harm to or have an adverse effect on, the environment or human health or safety, including, without limitation, any pollutant, contaminant, waste, hazardous waste, toxic substance or dangerous good which is defined or identified in any Environmental Law and which is present in the environment in such quantity or state that it contravenes any Environmental Law; (b) petroleum and its refined products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste characteristic, including corrosivity, ignitability, toxicity or reactivity, that subjects it to regulation under Environmental Law, as well as any radioactive or explosive materials; and (e) any raw materials, building components (including asbestos-containing materials) and manufactured products containing hazardous substances listed or classified as such under Environmental Laws.

“Hedging Agreement” means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.

“Holder,” as applied to any Note, or other similar terms (but excluding the term “beneficial holder” or “beneficial owner” or similar terms), means any Person in whose name at the time a particular Note is registered on the Note Register.

“Immaterial Subsidiary” means each Restricted Subsidiary that is not a Material Subsidiary. As of the Issue Date, the Restricted Subsidiaries that are not Material Subsidiaries are listed on Schedule 1.01(C) hereto.

“Indebtedness” means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables or other accounts payable incurred in the ordinary course of such Person’s business and any earn-out, purchase price adjustment or similar obligation until such obligation appears in the liabilities section of the balance sheet of such Person and is no longer contingent); (c) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (d) all reimbursement, payment or other obligations and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to property used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder may be limited to repossession or sale of such property; (e) all Capitalized Lease Obligations of such Person; (f) all obligations and liabilities, contingent or otherwise, of such Person, in respect of letters of credit, acceptances and similar facilities other than obligations that are cash collateralized; (g) all net obligations and liabilities, calculated in good faith by the Company and in accordance with accepted practice, of such Person under Hedging Agreements; (h) all monetary obligations under any receivables factoring, receivable sales or similar transactions and all monetary obligations under any synthetic lease, tax ownership/operating lease, off-balance sheet financing or similar financing; (i) all Contingent Obligations in respect of obligations referred to in clauses (a) through (h) and (j) of this definition of another Person; (j) all Disqualified Equity Interests; and (k) all obligations referred to in clauses (a) through (j) of this definition of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness. The Indebtedness of any Person shall include the Indebtedness of any partnership of or joint venture in which such Person is a general partner or a joint venturer so long as, in the case of a joint venture, such Indebtedness is recourse to any Notes Party.

“Indenture” means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of any Debtor Relief Law.

“Intellectual Property” has the meaning specified therefor in the Security Agreement.

“Intercompany Subordination Agreement” means an Intercompany Subordination Agreement made by the Company and its Subsidiaries in favor of the Notes Collateral Agent for the benefit of the Trustee, in form and substance reasonably satisfactory to the Notes Collateral Agent.

“Intercreditor Agreements” means (i) the First Lien Intercreditor Agreement, (ii) the Existing Intercreditor Agreement and (iii) any other intercreditor agreement in form and substance reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding, governing the relative rights of the Holders and the holders of other Indebtedness permitted hereunder to be incurred and secured by a Lien on the Collateral.

“Interest Payment Date” means each June 1 and December 1 of each year, beginning on December 1, 2024 (or such other date as may be specified in the certificate representing the relevant Note).

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended (or any successor statute thereto) and the regulations thereunder.

“Inventory” means, with respect to any Person, all goods and merchandise of such Person leased or held for sale or lease by such Person, including all raw materials, work-in-process and finished goods, and all packaging, supplies and materials of every nature used or usable in connection with the shipping, storing, advertising or sale of such goods and merchandise, whether now owned or hereafter acquired, and all such other property the sale or other disposition of which would give rise to an Account or cash.

“Investment” means, with respect to any Person, (a) any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances or other extensions of credit (excluding Accounts arising in the ordinary course of business), capital contributions or acquisitions of Indebtedness (including, any bonds, notes, debentures or other debt securities), Equity Interests, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), (b) the purchase or ownership of any futures contract or liability for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or (c) any investment in any other items that are or would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP. The amount of any Investment shall be the amount actually invested (determined by reference to Fair Market Value) without adjustment for subsequent increases or decreases in value.

“Issue Date” means October 15, 2024.

“Junior Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries that (a) is secured by a Lien that is junior in priority to the Lien securing the Notes Obligations), (b) has been expressly subordinated in right of payment to the Notes Obligations or (c) is unsecured.

“Last Reported Sale Price” of the Common Stock on any date means the closing sale price (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) per share on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price per share for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices per share for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Lease” means any lease of real property to which any Notes Party or any of its Subsidiaries is a party as lessor or lessee.

“Lien” means any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, charge or other encumbrance or security or preferential arrangement of any nature, including, any conditional sale or title retention arrangement, any Capitalized Lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security, but not including the interest of a lessor under a lease that is an operating lease.

“Make-Whole Fundamental Change” means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

“Make-Whole Fundamental Change Period” shall have the meaning specified in Section 13.03(a).

“Market Disruption Event” means, for the purposes of determining amounts due upon conversion (a) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

“Material Adverse Effect” means a material adverse effect on any of (a) the operations, assets, liabilities, or financial condition of the Notes Parties taken as a whole, (b) the ability of the Notes Parties taken as a whole to perform any of their obligations under this Indenture or any Security Document or (c) the rights and remedies of the Trustee or Notes Collateral Agent under this Indenture or any Security Document.

“Material Asset” means any asset or property that is owned by a Notes Party and material to the business of the Company and its Subsidiaries, taken as a whole (in each case, as determined by the Company in good faith).

“Material Contract” means, with respect to any Person, (a) each contract or agreement to which such Person or any of its Subsidiaries is a party involving aggregate consideration payable to or by such Person or such Subsidiary of $5,000,000 or more in any Fiscal Year (other than purchase orders in the ordinary course of the business of such Person or such Subsidiary and other than contracts that by their terms may be terminated by such Person or Subsidiary upon less than 60 days’ notice without penalty or premium) and (b) all other contracts or agreements as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would reasonably be expected to have a Material Adverse Effect.

“Material Intellectual Property” means any Intellectual Property that is owned by a Notes Party and material to the business of the Company and its Subsidiaries, taken as a whole (in each case, as determined by the Company in good faith).

“Material Real Property” means any fee interest in any real property (wherever located) with an appraisal or current value in a Notes Party’s good-faith estimate in excess of $5,000,000.

“Material Subsidiary” means each Restricted Subsidiary, that, as of the last day of the Fiscal Quarter then last ended for which financial statements have been (or were required to be) delivered pursuant to Section 4.11(a)(ii) or Section 4.11(a)(iii), had revenues or total assets (determined on a consolidated basis for such Restricted Subsidiary and its Restricted Subsidiaries) for such Fiscal Quarter in excess of 2.5% of the consolidated revenues or consolidated total assets, as applicable, of the Company and the Restricted Subsidiaries for such Fiscal Quarter or that is designated in writing by the Company as a Material Subsidiary; provided that if, as of the last day of the Fiscal Quarter most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 4.11(a)(ii) or Section 4.11(a)(iii), the revenues or total assets of all Restricted Subsidiaries that do not constitute Material Subsidiaries as defined above in this definition (determined on a consolidated basis) for such Fiscal Quarter exceeds 5.0% of the consolidated revenues or consolidated total assets, as applicable, of the Company and the Restricted Subsidiaries for such Fiscal Quarter, then one or more of such excluded Restricted Subsidiaries shall for all purposes of this Indenture be deemed to be Material Subsidiaries in descending order based on the amounts of their consolidated revenues or consolidated total assets, as applicable, until such excess shall have been eliminated.

“Maturity Date” means December 1, 2031.

“Merger Event” shall have the meaning specified in Section 13.07(a).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Notes Party or any of its ERISA Affiliates contributes or is obligated to contribute.

“Net Cash Proceeds” means, with respect to any issuance or incurrence of any Indebtedness, any Equity Issuance, any Disposition (including, for the avoidance of doubt, any Sale and Leaseback Transaction) or the receipt of any Extraordinary Receipts by any Person or any of its Restricted Subsidiaries, the aggregate amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of such Person or such Restricted Subsidiary, in connection therewith after deducting therefrom only (a) in the case of any Disposition or the receipt of any Extraordinary Receipts consisting of insurance proceeds or condemnation awards, the amount of any Indebtedness secured by any Permitted Lien on any asset (other than Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection therewith (other than Indebtedness under this Indenture), (b) all expenses related thereto incurred by such Person or such Restricted Subsidiary in good faith in connection therewith (including, with respect to any Permitted Disposition or Sale and Leaseback Transaction permitted under Section 4.12(f), expenditures in respect of moving and build-out costs), (c) transfer taxes paid or reasonably estimated to be payable to any taxing authorities by such Person or such Restricted Subsidiary in connection therewith, and (d) net income taxes to be paid in connection therewith (after taking into account any tax credits or deductions and any tax sharing arrangements), in each case, to the extent, but only to the extent, that the amounts so deducted are (i) actually paid (or reasonably estimated to be payable) to a Person that, except in the case of out-of-pocket expenses and tax payments, is not an Affiliate of such Person or any of its Restricted Subsidiaries and (ii) properly attributable to such transaction or to the asset that is the subject thereof.

“Note” or “Notes” shall have the meaning specified in the first paragraph of the recitals of this Indenture.

“Note Register” shall have the meaning specified in Section 2.05(a).

“Note Registrar” shall have the meaning specified in Section 2.05(a).

“Notes Collateral Agent” means Alter Domus Products Corp. in its capacity as collateral agent for the holders of the Notes and the Trustee, together with its successors and permitted assigns.

“Notes Obligations” means all present and future indebtedness, obligations, and liabilities of each Notes Party to the Trustee or the Notes Collateral Agent arising under or in connection with this Indenture or any Security Document, whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 6.01. Without limiting the generality of the foregoing, the Obligations of each Notes Party under this Indenture and the Security Documents include (a) the obligation (irrespective of whether a claim therefor is allowed in an Insolvency Proceeding) to pay principal, interest, charges, expenses, fees, premiums, attorneys’ fees and disbursements, indemnities and other amounts payable by such Person under the this Indenture and the Security Documents, and (b) the obligation of such Person to reimburse any amount in respect of any of the foregoing that any Person (in its sole discretion) may elect to pay or advance on behalf of such Person.

“Notes Party” means the Company and any Subsidiary Guarantor.

“Notice of Conversion” shall have the meaning specified in Section 13.02(b).

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness (including interest, fees, expenses, indemnity claims and other monetary obligations accrued during the pendency of an insolvency proceeding, whether or not constituting an allowed claim in such proceeding); provided that Obligations with respect to the Notes shall not include fees or indemnifications in favor of third parties other than the Trustee and the Notes Collateral Agent.

“Observation Period” with respect to any Note surrendered for conversion means: (i) subject to clause (iii), if the relevant Conversion Date occurs prior to September 1, 2031, the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; (ii) if the relevant Conversion Date occurs on or after September 1, 2031, the 40 consecutive Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Maturity Date; and (iii) if the relevant Conversion Date occurs on or after the date the Company has delivered a Redemption Notice pursuant to Section 15.02 (but prior to the close of business on the second Scheduled Trading Day immediately preceding the relevant Redemption Date), the 40 consecutive Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding the relevant Redemption Date.

“Officer” means, with respect to the Company, the President, the Chief Executive Officer, the Chief Financial Officer, the General Counsel, the Treasurer, the Secretary, any Managing Director, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”).

“Officer’s Certificate,” when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by an Officer of the Company. Each such certificate shall include the statements provided for in Section 19.05 if and to the extent required by the provisions of such Section. The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be the principal executive, financial or accounting officer of the Company.

The term “open of business” means 9:00 a.m. (New York City time).

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other counsel acceptable to the Trustee, that is delivered to the Trustee, which opinion may contain customary exceptions and qualifications as to the matters set forth therein. Each such opinion shall include the statements provided for in Section 19.05 if and to the extent required by the provisions of such Section 19.05.

“Optional Redemption” shall have the meaning specified in Section 15.01.

The term “outstanding,” when used with reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under this Indenture, except:

(a) Notes theretofore canceled by the Trustee or accepted by the Trustee for cancellation;

(b) Notes, or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent);

(c) Notes that have been paid pursuant to Section 2.06 or Notes in lieu of which, or in substitution for which, other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee is presented that any such Notes are held by protected purchasers in due course;

(d) Notes converted pursuant to Article 13 and required to be cancelled pursuant to Section 2.08;

(e) Notes redeemed pursuant to Article 15; and

(f) Notes repurchased by the Company pursuant to the penultimate sentence of Section 2.10 or pursuant to Sections 14.01(a).

“Pari Passu Indebtedness” means: (a) with respect to the Company, the Notes and any Indebtedness which ranks pari passu in right of payment to the Notes; and (b) with respect to any Subsidiary Guarantor, its Subsidiary Guarantee and any Indebtedness which ranks pari passu in right of payment to such Subsidiary Guarantor’s Subsidiary Guarantee.

“Paying Agent” shall have the meaning specified in Section 4.02.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Permitted Acquisition” means any Acquisition by a Notes Party or any wholly-owned Restricted Subsidiary of a Notes Party to the extent that each of the following conditions shall have been satisfied:

(a) no Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition;

(b) the Company shall have furnished to the Trustee at least 10 Business Days prior to the consummation of such Acquisition a certificate of the chief financial officer of the Company, demonstrating on a pro forma basis compliance, as at the end of the most recently ended Fiscal Quarter for which internally prepared financial statements are available, with the covenant set forth in Section 4.13 hereof after the consummation of such Acquisition;

(c) the agreements, instruments and other documents pursuant to which the Acquisition is to be consummated shall provide that (i) neither the Notes Parties nor any of their Restricted Subsidiaries shall, in connection with such Acquisition, assume or remain liable in respect of any Indebtedness of the applicable Seller or Sellers, or other obligation of the applicable Seller or Sellers (except for obligations incurred in the ordinary course of business in operating the property so acquired and necessary or desirable to the continued operation of such property and except for Permitted Indebtedness), and (ii) all property to be so acquired in connection with such Acquisition shall be free and clear of any and all Liens, except for Permitted Liens (and if any such property is subject to any Lien not permitted by this clause (ii) then concurrently with such Acquisition such Lien shall be released);

(d) the aggregate consideration in respect of Equity Interests in Persons that do not become Notes Parties upon the consummation of such Acquisition, and in respect of assets that are acquired by Restricted Subsidiaries that are not Notes Parties in connection with such Acquisition, shall not for all such Acquisitions made after the Issue Date (when taken together with the aggregate amount of Investments then outstanding under clause (d) of “Permitted Intercompany Investments”) exceed $100,000,000;

(e) [reserved];

(f) [reserved];

(g) the assets being acquired (other than a de minimis amount of assets in relation to the Notes Parties’ and their Restricted Subsidiaries’ total assets), or the Person whose Equity Interests are being acquired, are useful in or engaged in, as applicable, the business of the Notes Parties and their Restricted Subsidiaries or a business reasonably related thereto;

(h) [reserved];

(i) the applicable Notes Party or Restricted Subsidiary shall execute and deliver the agreements, instruments and other documents required by Section 4.11(b) on or prior to the date of the consummation of such Acquisition (or arrangements for the taking of such actions within the grace periods provided in Section 4.11(b) for a newly-formed or acquired Restricted Subsidiary shall have been made);

(j) the consideration for any such Acquisition shall consist solely of (x) Equity Interests of the Company or cash generated by the issuance of Equity Interests of the Company or (y) unrestricted cash on the balance sheet; and

(k) the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 3.00 to 1.00 after giving effect to such Permitted Acquisition.

“Permitted Disposition” means:

(a) sale of Inventory in the ordinary course of business;

(b) licensing or sub-licensing, on a non-exclusive basis, Intellectual Property rights in the ordinary course of business;

(d) (i) the lapse of Registered Intellectual Property of the Company and its Restricted Subsidiaries to the extent not economically desirable in the conduct of their business or (ii) the abandonment of Intellectual Property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Holders;

(e) any involuntary loss, damage or destruction of property;

(f) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property;

(g) so long as no Event of Default has occurred and is continuing or would result therefrom, Dispositions of assets from Gannett Holdings, the Company or any of its Restricted Subsidiaries to Gannett Holdings, the Company or any of its Restricted Subsidiaries; provided that if the transferor of such property is a Notes Party (i) (x) the transferee thereof must be a Notes Party or (y) if the transferee thereof is not a Notes Party, (I) such Disposition must be for Fair Market Value or (II) if not for Fair Market Value, if such transaction constitutes an Investment, such Investment must be permitted by Section 4.12(e);

(h) the granting of Permitted Liens;

(i) (x) Disposition of obsolete or worn-out equipment or equipment that is no longer used or useful in the business of Gannett Holdings, the Company and its Restricted Subsidiaries, in each case in the ordinary course of business and (y) Dispositions of equipment to the extent such equipment is exchanged for credit against the purchase price of similar replacement property;

(j) Dispositions of accounts receivable in connection with a compromise, write-down or collection thereof in the ordinary course of business or in connection with the bankruptcy or reorganization of the applicable counterparty and Dispositions of any securities received in any such bankruptcy or reorganization;

(k) Dispositions of property or assets the aggregate amount of consideration received for which does not exceed, for all such Dispositions made pursuant to this clause (k), $10,000,000; and

(l) Dispositions of property or assets not otherwise permitted in clauses (a) through (j) above as long as (i) the aggregate amount of consideration received is not less than the fair market value of such property or assets and (ii) 75% of the purchase price is payable in cash or Cash Equivalents; provided that (A) any liabilities (as shown on the Company’s, Gannett Holdings’ or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company, Gannett Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Notes Obligations, that are assumed by the transferee with respect to the applicable Disposition shall be deemed to be cash consideration in an amount equal to the liabilities so assumed and (B) any Designated Non-Cash Consideration received by the Company, Gannett Holdings or such Restricted Subsidiary in respect of any Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (B) that is at that time outstanding, not in excess of $5,000,000 at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration.

“Permitted Indebtedness” means:

(a) any Indebtedness represented by the Notes and the Subsidiary Guarantees;

(b) Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (a) and (c)), and any Permitted Refinancing Indebtedness in respect of such Indebtedness;

(d) Permitted Intercompany Investments;

(e) Indebtedness incurred in the ordinary course of business under performance, surety, statutory, and appeal bonds and similar obligations (other than in respect of other Indebtedness);

(f) Indebtedness owed to any Person (including obligations in respect of letters of credit, bank guarantees and similar instruments for the benefit of such Person) providing property, casualty, liability, or other insurance to the Notes Parties, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only during such period;

(g) the incurrence by any Notes Party of Indebtedness under Hedging Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with such Notes Party’s operations and not for speculative purposes;

(h) Indebtedness incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”) or other similar cash management services, in each case, incurred in the ordinary course of business;

(i) contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligation of any Notes Party incurred in connection with the consummation of one or more Permitted Acquisitions;

(j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of incurrence;

(k) Indebtedness consisting of the financing of insurance premiums to the extent non-recourse (other than to the insurance premiums) incurred in the ordinary course of business;

(l) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(m) Indebtedness in respect of Contingent Obligations of the Company, Gannett Holdings or any of its Restricted Subsidiaries in respect of Indebtedness of the Company, Gannett Holdings or any of its Restricted Subsidiaries permitted hereunder; provided that, in the case of a Contingent Obligation of a Notes Party in respect of Indebtedness of a Restricted Subsidiary that is not a Notes Party, such Contingent Obligation is permitted under Section 4.12(e); provided further that no Notes Party shall guarantee any Indebtedness for borrowed money or other debt obligations evidenced by promissory notes, bonds, debentures, loan agreements or similar instruments incurred by Newsquest Media Group Limited or any of its Subsidiaries.

(n) other unsecured Indebtedness in an aggregate principal amount not exceeding $25,000,000 at any time outstanding;

(o) the Existing 1L Notes and the Existing 2L Notes, in each case in an aggregate principal amount not to exceed the aggregate principal amount thereof on the Issue Date, and Permitted Refinancing Indebtedness in respect of the Existing 2L Notes;

(p) (i) Indebtedness of Gannett Holdings or any of its Restricted Subsidiaries incurred to finance the acquisition, construction, lease or improvement of any fixed or capital assets, including Capitalized Lease Obligations and any Indebtedness assumed by Gannett Holdings or any of its Restricted Subsidiaries in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or lease or the completion of such construction or improvement, and (ii) Permitted Refinancing Indebtedness in respect of Indebtedness incurred or assumed pursuant to clause (i) above; provided further that the aggregate principal amount of Indebtedness permitted by this clause (p) shall not exceed, at any time outstanding, the greater of (x) $10,000,000 and (y) 2.5% of Consolidated EBITDA of Gannett Holdings, the Company and its Restricted Subsidiaries for the most recently ended period of four consecutive Fiscal Quarters for which financial statements are required to have been delivered pursuant to Section 4.11(a)(ii) or Section 4.11(a)(iii), as applicable;

(q) (i) Indebtedness in the form of one or more series of senior notes or credit facilities (“Ratio Debt”) of the Company secured by the Collateral on either a senior basis to the Notes or a junior basis to the Notes or unsecured, in an aggregate principal amount not to exceed, at any one time outstanding, an amount if, immediately after giving effect to the incurrence of such amount and the application of the proceeds therefrom, (1) in the case of any Ratio Debt that will be secured by the Collateral on a senior basis to the Notes, the First Lien Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter giving effect to the incurrence of such Ratio Debt, is equal to or less than 2.00 to 1.00, (2) in the case of any Ratio Debt that will be secured by the Collateral on a junior basis to the Notes, the Secured Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter giving effect to the incurrence of such Ratio Debt, is equal to or less than 3.00 to 1.00 or (3) in the case of any Ratio Debt that will be unsecured, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter giving effect to the incurrence of such Ratio Debt, is equal to or less than 3.50 to 1.00; provided that no Event of Default shall have occurred and be continuing at the time of incurrence of such Indebtedness or would result therefrom, and (ii) any Permitted Refinancing Indebtedness in respect of such Indebtedness; provided, that any secured Indebtedness incurred under this clause (q) must (I) satisfy the Debt Parameters and (II) be subject to an intercreditor agreement in form and substance reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding;

(r) Indebtedness of the Company or any Restricted Subsidiary in the form of purchase price adjustments, earn-outs, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition or other Permitted Investment;

(s) Indebtedness of Foreign Subsidiaries, including in respect of local lines of credit, letters of credit, bank guarantees, receivables financings, factoring arrangements, sale and leaseback transactions and similar extensions of credit in the ordinary course of business, in an aggregate principal amount not to exceed, at any time outstanding, the greater of (i) $20,000,000 and (ii) 5% of Consolidated EBITDA of Gannett Holdings, the Company and its Restricted Subsidiaries for the most recently ended period of four consecutive Fiscal Quarters for which financial statements are required to have been delivered pursuant to Section 4.11(a)(ii) or Section 4.11(a)(iii), as applicable; provided that if such Indebtedness is secured, it shall be secured only by the assets of such Foreign Subsidiary; and

(t) Indebtedness of the Company or any Restricted Subsidiary under the Paycheck Protection Program of the U.S. Small Business Administration in an aggregate principal amount not to exceed, at any time outstanding, $20,000,000;

provided that notwithstanding anything to the contrary set forth herein, no Notes Party shall be permitted to create, incur, assume, guaranty or otherwise become or remain directly or indirectly liable with respect to any Indebtedness that is from or of a Restricted Subsidiary that is a not a Subsidiary Guarantor (such creation, incurrence, assumption or guaranty being referred to as “Non-Notes Party Indebtedness of Notes Parties”), in each case, to the extent that the structuring of any claims with respect to any Indebtedness created, assumed, incurred or guaranteed by such Notes Parties, together with any Non-Notes Party Indebtedness of Notes Parties, could or would result in two or more bankruptcy claims against the same Notes Party for direct and indirect obligations against the same Notes Party, arising from one transaction or series of transactions relating to the same underlying Non-Notes Party Indebtedness of Notes Parties.

“Permitted Intercompany Investments” means Investments made by (a) a Notes Party to or in another Notes Party, (b) a Restricted Subsidiary that is not a Notes Party to or in another Restricted Subsidiary that is not a Notes Party, (c) a Restricted Subsidiary that is not a Notes Party to or in a Notes Party, so long as, in the case of a loan or advance made pursuant to this clause (c), such loan or advance is unsecured and subordinated to the Notes Obligations pursuant to the Intercompany Subordination Agreement, (d) a Notes Party to or in a Restricted Subsidiary that is not a Notes Party; provided that the aggregate amount of Investments made after the Issue Date pursuant to this clause (d) (when taken together with any Permitted Acquisitions made pursuant to clause (d) of the definition of “Permitted Acquisitions” after the Issue Date) shall not exceed $100,000,000 at any time outstanding; provided, further, that intercompany current liabilities incurred in the ordinary course of business and in good faith in connection with cash management operations of the Company and its Restricted Subsidiaries shall not count in calculating the limitation set forth in the immediately preceding proviso, and (e) Notes Parties as specified in Part II to Schedule 4.12(e) hereto.

“Permitted Investments” means:

(a) Investments in cash and Cash Equivalents;

(b) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;

(d) Investments received in settlement of amounts due to any Notes Party or any of its Restricted Subsidiaries effected in the ordinary course of business or owing to any Notes Party or any of its Restricted Subsidiaries as a result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of a Notes Party or its Restricted Subsidiaries;

(e) Investments existing on the Issue Date, but not any increase in the amount thereof or any other modification of the terms thereof;

(f) Permitted Intercompany Investments;

(g) Permitted Acquisitions;

(h) (i) earn-outs that become due and payable to any Notes Party or its Restricted Subsidiaries pursuant to the terms of Section 1.8 of the BridgeTower Asset Purchase Agreement and (ii) other purchase price adjustments, earn-outs, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition or other Permitted Investment;

(i) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(j) Investments in Hedging Agreements permitted under Section 4.12(b);

(k) extensions of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors in the ordinary course of business;

(l) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices;

(m) Investments consisting of the purchase of outstanding minority interests in non-wholly owned subsidiaries of the Notes Parties pursuant to obligations existing as of the Issue Date and set forth on Schedule 4.12(e);

(n) Investments in the form of guarantees of third-party lease obligations arising in connection with Permitted Dispositions;

(o) Investments of any Person (other than an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or consolidates or merges with the Company or any of its Restricted Subsidiaries so long as such Investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or merger;

(p) Guarantees by any Notes Party or any Restricted Subsidiary of obligations in respect of leases (including subleases) and other obligations, in each case that do not constitute Indebtedness; and

(q) other Investments by the Company or any of its Restricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments (and the principal amount of any Indebtedness that is assumed or otherwise incurred in connection with such Investment), in an aggregate amount at any time outstanding not in excess of, for any Fiscal Quarter, the RP/Investment Amount for such Fiscal Quarter (less the sum of (x) the aggregate amount of Restricted Payments that have been made pursuant to clause (g) of the definition of “Permitted Restricted Payments” during such Fiscal Quarter and (y) the aggregate principal amount of Junior Indebtedness that has been repaid pursuant to Section 4.12(m)(ii)(A) during such Fiscal Quarter, in each case on or prior to the applicable date of determination); provided that (x) at the time such Investment is made pursuant to this clause (q), no Event of Default shall have occurred and be continuing or would result therefrom and (y) such Investment shall be made in the form of cash or Cash Equivalents;

provided that (a) the Company shall not permit any Subsidiary that is not a Notes Party to own, or hold exclusive rights in, any Material Intellectual Property and (b) no Notes Party may transfer (by means of Investment, Disposition, Restricted Payment or otherwise) any Material Assets to any other Subsidiary that is not a Notes Party or permit any Subsidiary that holds Material Assets to be designated as an Unrestricted Subsidiary pursuant to Section 4.16.

“Permitted Jurisdiction” shall have the meaning specified in Section 11.01(a).

“Permitted Liens” means:

(a) Liens securing the Notes Obligations;

(b) Liens for taxes, assessments and governmental charges the payment of which is not required under Section 4.11(c)(ii);

(c) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money) that are not overdue by more than 30 days or are being contested in good faith and by appropriate proceedings initiated as promptly as practicable and diligently conducted, and a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor;

(d) Liens existing on the Issue Date (other than Liens in favor of the holders of the 2024 Term Loan and the Notes), provided that any such Lien shall only secure the Indebtedness that it secures on the Issue Date and any Permitted Refinancing Indebtedness in respect thereof;

(e) (i) Liens in favor of the holders of the 2024 Term Loan or (ii) Liens in respect of the Refinancing Facilities and subject to the First Lien Intercreditor Agreement or another senior first lien intercreditor agreement in form and substance reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding;

(f) Deposits and pledges of cash securing (i) obligations incurred in respect of workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits, (ii) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations or (iii) obligations on surety or appeal bonds (and, in the case of each of the foregoing, deposits and pledges of cash in respect of letters of credit, bank guarantees or similar instruments issued for the account of Gannett Holdings, the Company or any Subsidiary in support of any such obligations), but only to the extent such deposits or pledges are made or otherwise arise in the ordinary course of business and secure obligations not past due;

(g) with respect to any fee interest in any real property, covenants, easements, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure obligations for the payment of money (other than Indebtedness otherwise permitted hereunder) or (ii) materially impair the value of such property or its use by any Notes Party or any of its Subsidiaries in the normal conduct of such Person’s business;

(h) Liens of landlords and mortgagees of landlords securing unpaid rents (i) arising by statute or under any lease or related Contractual Obligation entered into in the ordinary course of business, (ii) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, or (iii) for amounts not yet due or that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP;

(i) the title and interest of a lessor or sublessor, or of a licensor or a sublicensor, in and to personal property leased or subleased (other than through a Capitalized Lease), or licensed or sublicensed, in each case extending only to such personal property;

(j) non-exclusive licenses of Intellectual Property granted in the ordinary course of business, consistent with past practice or industry norm;

(k) judgment liens securing judgments and other proceedings not constituting an Event of Default under Section 6.01(h);

(l) rights of set-off, bankers’ liens or similar rights and remedies upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business;

(m) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness;

(n) Liens solely on any cash earnest money deposits made by any Notes Party in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition;

(o) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(p) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code (or any comparable or successor provision) on items in the course of collection, and (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business;

(q) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into by the Company or any of its Subsidiaries in the ordinary course of business;

(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business and in accordance with the past practices of such Person;

(s) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries and do not secure any Indebtedness;

(t) Liens arising from UCC or other applicable personal property financing statement filings regarding operating leases entered into by the Company and its Subsidiaries in the ordinary course of business and in accordance with the past practices of such Person;

(u) Liens on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of a Capitalized Lease Obligation incurred) by Gannett Holdings or any of its Restricted Subsidiaries; provided that (i) such Liens only secure Indebtedness incurred to finance such acquisition, construction or improvement and permitted by clause (p)(i) of the definition of “Permitted Indebtedness” or any Permitted Refinancing Indebtedness in respect thereof permitted by clause (p)(ii) of the definition of “Permitted Indebtedness”, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement (provided that this clause (ii) shall not apply to any Permitted Refinancing Indebtedness permitted by clause (p)(ii) of the definition of “Permitted Indebtedness” or any Lien securing such Permitted Refinancing Indebtedness), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost of acquiring, constructing or improving such fixed or capital asset or, in the case of Indebtedness permitted by clause (p)(i) of the definition of “Permitted Indebtedness”, its fair market value at the time such security interest attaches, and in any event, the aggregate principal amount of such Indebtedness does not exceed the principal amount of Indebtedness permitted under clause (p) of the definition of “Permitted Indebtedness” and (iv) such Liens shall not attach to any other property or assets of Gannett Holdings or any of its Restricted Subsidiaries (except individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender);

(v) Liens arising from Cash Equivalents described in clause (d) of the definition of “Cash Equivalents”;

(w) [reserved];

(x) in the case of (i) any Restricted Subsidiary that is not a wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Restricted Subsidiary or such other Person set forth in the organizational documents of such Restricted Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement;

(y) Liens granted by a Restricted Subsidiary that is not a Notes Party on assets that do not constitute Collateral which secure Indebtedness permitted to be incurred by such Restricted Subsidiary under Section 4.12(b);

(z) Liens granted by (i) the Company or any other Notes Party in respect of Indebtedness permitted to be incurred on a secured basis under clause (q) of the definition of “Permitted Indebtedness” and (ii) any Foreign Subsidiary in respect of Indebtedness permitted to be incurred under clause (s) of the definition of “Permitted Indebtedness”;

(aa) Liens not otherwise permitted by clauses (a) through (z) of this definition to the extent that neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $10,000,000 at any time outstanding; and

(bb) (i) Liens securing the Existing 2L Notes and subject to the Existing Intercreditor Agreement and (ii) Liens securing the Existing 1L Notes and subject to the First Lien Intercreditor Agreement.

“Permitted Refinancing” means the refunding, refinancing, replacement or exchange of all remaining Indebtedness under the 2024 Term Loan (or any Refinancing Facilities in respect thereof) with Refinancing Facilities.

“Permitted Refinancing Indebtedness” means the extension of maturity, refinancing or modification of the terms of Indebtedness so long as:

(a) after giving effect to such extension, refinancing or modification, the aggregate principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness and unused commitments outstanding immediately prior to such extension, refinancing or modification (other than by the amount of accrued and unpaid interest with respect thereto and premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto);

(b) such extension, refinancing or modification does not result in (i) the average weighted maturity (measured as of the extension, refinancing or modification) of the Indebtedness so extended, refinanced or modified being shorter than the shorter of (x) the remaining average weighted maturity of the Notes and (y) the remaining average weighted maturity of such Indebtedness prior to giving effect to such extension, refinancing or modification or (ii) the maturity date of the Indebtedness so extended, refinanced or modified being earlier than the earlier of (x) the Maturity Date and (y) the maturity date of such Indebtedness prior to giving effect to such extension, refinancing or modification;

(c) such extension, refinancing or modification is pursuant to terms (including, without limitation, terms relating to the payment of cash interest (which, in the case of any Permitted Refinancing Indebtedness in respect of any Indebtedness outstanding as of the Issue Date, cannot exceed the amount of cash interest payable on such Indebtedness as of the Issue Date)) that are not less favorable, when taken as a whole, to the Notes Parties and the Holders than the terms of the Indebtedness being extended, refinanced or modified;

(d) the Indebtedness that is extended, refinanced or modified is not recourse to any Notes Party or any of its Subsidiaries that is liable on account of the obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended;

(e) if the Indebtedness that is extended, refinanced or modified is subordinated to the Notes Obligations, then such extension, refinancing or modification shall also be subordinated to the Notes Obligations on terms not less favorable in any material respect to the Holders; and

(f) such extension, refinancing or modification shall not be secured by any Lien on any asset other than the assets that secured such Indebtedness (or would have been required to secure such Indebtedness pursuant to the terms thereof).

“Permitted Restricted Payments” means any of the following Restricted Payments made by:

(a)

Boards:

Quotes:

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