OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 6th, 2020 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
REGISTRATION RIGHTS AGREEMENT BY AND AMONG NEW MEDIA INVESTMENT GROUP INC. (to be renamed GANNETT CO., INC.) AND CERTAIN STOCKHOLDERSRegistration Rights Agreement • November 20th, 2019 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of November 19, 2019, is made by and among:
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 3rd, 2014 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
CREDIT AGREEMENT, dated as of June 4, 2014 among New Media Holdings I LLC, a Delaware limited liability company (“Holdings”), New Media Holdings II LLC, a Delaware limited liability company (“the Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), RBS Citizens, N.A. and Credit Suisse Securities (USA) LLC, as joint lead arrangers (in such capacity, the “Arrangers”) and joint bookrunners, Credit Suisse AG, Cayman Islands Branch, as syndication agent (in such capacity, the “Syndication Agent”), and CITIZENS BANK OF PENNSYLVANIA, as administrative agent (in such capacity, together with any successor appointed in accordance with Section 8.9, the “Administrative Agent”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2024 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Indemnification Agreement, dated as of [DATE] (this "Agreement"), is made by and between Gannett Co., Inc., a Delaware corporation (the "Company"), and [INDEMNITEE] ("Indemnitee").
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 12th, 2015 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
CREDIT AGREEMENT, dated as of June 4, 2014 among New Media Holdings I LLC, a Delaware limited liability company (“Holdings”), New Media Holdings II LLC, a Delaware limited liability company (“the Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), RBS Citizens, N.A. and Credit Suisse Securities (USA) LLC, as joint lead arrangers (in such capacity, the “Arrangers”) and joint bookrunners, Credit Suisse AG, Cayman Islands Branch, as syndication agent (in such capacity, the “Syndication Agent”), and CITIZENS BANK OF PENNSYLVANIA, as administrative agent (in such capacity, together with any successor appointed in accordance with Section 8.9, the “Administrative Agent”).
AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT dated as of March 6, 2015 between NEW MEDIA INVESTMENT GROUP INC. and FIG LLCManagement and Advisory Agreement • February 21st, 2017 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as of March 6, 2015 (the “Agreement”) by and among NEW MEDIA INVESTMENT GROUP INC., a Delaware corporation (the “Company”), and FIG LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”). This Agreement amends and restates, in its entirety, the management and advisory agreement dated as of February 14, 2014 by and among the Company and the Manager.
GANNETT CO., INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY LLC, as Rights Agent SECTION 382 RIGHTS AGREEMENT Dated as of April 6, 2020Section 382 Rights Agreement • April 7th, 2020 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
Until the earlier to occur of (i) ten business days from (a) the public announcement that an Acquiring Person (as defined below) has acquired beneficial ownership of 4.99% or more of the outstanding shares of Common Stock or (b) such earlier date on which a majority of the Board of Directors of the Company becomes aware of the existence of an Acquiring Person or (ii) such date (prior to such time as any person or group of affiliated persons becomes an Acquiring Person), if any, as may be determined by action of the Board of Directors of the Company following the commencement of, or public announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.99% or more of the outstanding shares of Common Stock (the earlier of such dates being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates (or book-entry shares) outstanding as
ASSET PURCHASE AGREEMENT by and among GATEHOUSE MEDIA, LLC, GATEHOUSE MEDIA MANAGEMENT SERVICES, INC., MORRIS PUBLISHING GROUP, LLC, ATHENS NEWSPAPERS, LLC, HOMER NEWS, LLC LOG CABIN DEMOCRAT, LLC, SOUTHEASTERN NEWSPAPERS COMPANY, LLC, SOUTHWESTERN...Asset Purchase Agreement • October 26th, 2017 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is made effective as of the 9th day of August, 2017, by and among GateHouse Media Management Services, Inc., a Delaware corporation (“Buyer”), GateHouse Media, LLC, a Delaware limited liability company (“GateHouse Media”), Morris Communications Company LLC, a Georgia limited liability company (“Morris Communications”), Morris Publishing Group, LLC, a Georgia limited liability company (“Morris Publishing”), Athens Newspapers, LLC, a Georgia limited liability company (“Athens Newspapers”), Homer News, LLC a Georgia limited liability company (“Homer News”), Log Cabin Democrat, LLC, a Georgia limited liability company (“Log Cabin”), Southeastern Newspapers Company, LLC, a Georgia limited liability company (“Southeastern”), Southwestern Newspapers Company, L.P., a Texas limited partnership (“Southwestern”), The Sun Times, LLC, a Georgia limited liability company (“Sun Times” and collectively, with Morris Publishing, Athens, Homer, Log Cabin,
MANAGEMENT AND ADVISORY AGREEMENTManagement and Advisory Agreement • January 15th, 2014 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
MANAGEMENT AND ADVISORY AGREEMENT (the “Agreement”), is made as of August 27, 2013 (the “Effective Date”) by and between LOCAL MEDIA GROUP HOLDINGS LLC, a Delaware limited liability company (the “Company”),1 and GATEHOUSE MEDIA, INC., a Delaware corporation (together with its permitted assignees, the “Manager”).
AGREEMENT AND PLAN OF MERGER by and among NEW MEDIA INVESTMENT GROUP INC., GANNETT CO., INC., ARCTIC HOLDINGS LLC and ARCTIC ACQUISITION CORP. Dated as of August 5, 2019Merger Agreement • August 6th, 2019 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • Delaware
AMENDMENT AND RESTATEMENT AGREEMENT dated as of October 15, 2024 (this “Amendment”), among GANNETT CO., INC., a Delaware corporation (“Holdings”), GANNETT HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the other GUARANTORS party...First Lien Credit Agreement • October 16th, 2024 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
Amended and Restated First Lien Credit Agreement, dated as of October 15, 2024, by and among Gannett Co., Inc., a Delaware corporation (“Holdings”), Gannett Holdings LLC, a Delaware limited liability company (the ”Borrower”), each Person listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder), the lenders from time to time party hereto (each a “Lender” and collectively, the ”Lenders”), Apollo Administrative Agency LLC, as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the ”Collateral Agent”), and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the ”Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
REGISTRATION RIGHTS AGREEMENT by and among GANNETT CO., INC. and THE HOLDERS PARTY HERETO Dated as of October 15, 2024Registration Rights Agreement • October 16th, 2024 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
REGISTRATION RIGHTS AGREEMENT, dated as of October 15, 2024 (this “Agreement”), by and among Gannett Co., Inc., a Delaware corporation (the “Company”) and the other Persons signatory hereto (each, an “Initial Holder”).
GANNETT CO., INC. AMENDED AND RESTATED PERFORMANCE RESTRICTED STOCK UNIT GRANT AGREEMENTPerformance Restricted Stock Unit Grant Agreement • May 7th, 2021 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Amended and Restated Performance Restricted Stock Unit Award Agreement (this “Agreement”), effective as of January 8, 2021 (the “Grant Date”), is made by and between Gannett Co., Inc., a Delaware corporation (the “Company”), and Michael Reed (the “Grantee”), and amends and restates in its entirety the Performance Restricted Stock Unit Award Agreement, dated as of January 8, 2021, by and between the Company and the Grantee.
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 2031Indenture • October 16th, 2024 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
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).
ASSET PURCHASE AGREEMENT among THE PROVIDENCE JOURNAL COMPANY, as the Seller, and LMG RHODE ISLAND HOLDINGS, INC., as the Buyer Dated as of July 22, 2014Asset Purchase Agreement • September 3rd, 2014 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
ASSET PURCHASE AGREEMENT, dated as of July 22, 2014 (this “Agreement”), among The Providence Journal Company, a Delaware corporation (the “Seller”), and LMG Rhode Island Holdings, Inc., a Delaware corporation (the “Buyer”).
GANNETT CO., INC. FORM OF EMPLOYEE RESTRICTED STOCK GRANT AGREEMENTEmployee Restricted Stock Grant Agreement • February 26th, 2021 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
THIS EMPLOYEE RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made as of ________, by and between Gannett Co., Inc., a Delaware corporation (the “Company”), and ___________ (the “Grantee”).
GATEHOUSE MANAGEMENT AND ADVISORY AGREEMENT dated as of November 26, 2013 between GATEHOUSE MEDIA, INC., the other Obligors party hereto from time to time and NEW MEDIA INVESTMENT GROUP INC.Management Agreement • January 15th, 2014 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
THIS GATEHOUSE MANAGEMENT AND ADVISORY AGREEMENT, is made as of November 26, 2013 (the “Agreement”) by and among GATEHOUSE MEDIA, INC., a Delaware corporation (the “Company”), the other parties listed on the signature pages hereto or that become parties to this Agreement from time to time as “Additional Obligors” (the “Additional Obligors,” and, together with the Company, the “Obligors”), and NEW MEDIA INVESTMENT GROUP INC., a Delaware corporation (together with its permitted assignees, the “Manager”).
PARENT GUARANTYParent Guaranty • November 28th, 2014 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • Delaware
THIS PARENT GUARANTY (as amended from time to time in accordance with the terms hereof, this “Guaranty”), dated as of November 20, 2014, is executed and delivered by New Media Investment Group Inc., a Delaware corporation (“New Media Investment Group”) and New Media Holdings I LLC, a Delaware limited liability company (“New Media Holdings”, and together with New Media Investment Group, the “Parent Companies”), for the benefit of the entities listed on the signature pages hereto (collectively, the “Sellers”), in connection with that certain Asset Purchase Agreement dated as of the date hereof (as amended as authorized by its terms, the “Asset Purchase Agreement”) between Cummings Acquisition, Inc., a Delaware corporation (the “Purchaser”) and the Sellers. Terms defined in the Asset Purchase Agreement and used in this Guaranty without other definition have the meanings set forth in the Asset Purchase Agreement.
AMENDED AND RESTATED WARRANT AGREEMENT by and between NEW MEDIA INVESTMENT GROUP INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Dated as of January 15, 2014Warrant Agreement • January 28th, 2014 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
This AMENDED AND RESTATED WARRANT AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Warrant Agreement”), is entered into as of January 15, 2014, by and between NEW MEDIA INVESTMENT GROUP INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability company, as warrant agent (together with any successor appointed pursuant to Section 21 hereof, the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Plan (as defined below).
6,000,000 Shares of NEW MEDIA INVESTMENT GROUP INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 10th, 2018 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 20th, 2019 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of November 19, 2019 (the “First Supplemental Indenture”), is entered into by and among Gannett Co., Inc., a Delaware corporation (the “Company”), New Media Investment Group Inc., a Delaware corporation (“New Media”) and U.S. Bank National Association (the “Trustee”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 30th, 2019 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of October 29, 2019, by and among New Media Investment Group Inc., a Delaware corporation (“Parent”), Gannett Co., Inc., a Delaware corporation (the “Company”), Arctic Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Intermediate Holdco”), and Arctic Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Intermediate Holdco (“Merger Sub”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 2nd, 2015 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
CREDIT AGREEMENT, dated as of June 4, 2014 among New Media Holdings I LLC, a Delaware limited liability company (“Holdings”), New Media Holdings II LLC, a Delaware limited liability company (“the Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), Citizens Bank, National Association (formerly known as RBS Citizens, N.A.) and Credit Suisse Securities (USA) LLC, as joint lead arrangers (in such capacity, the “Arrangers”) and joint bookrunners, Credit Suisse AG, Cayman Islands Branch, as syndication agent (in such capacity, the “Syndication Agent”), and CITIZENS BANK OF PENNSYLVANIA, as administrative agent (in such capacity, together with any successor appointed in accordance with Section 8.9, the “Administrative Agent”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • December 22nd, 2020 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 21, 2020, among GANNETT CO., INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
GANNETT CO., INC. EMPLOYEE PERFORMANCE RESTRICTED STOCK UNIT GRANT AGREEMENTEmployee Performance Restricted Stock Unit Grant Agreement • May 7th, 2021 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
THIS EMPLOYEE PERFORMANCE RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Agreement”) is made effective as of January 8, 2021, by and between Gannett Co., Inc., a Delaware corporation (the “Company”), and Michael Reed (the “Grantee”).
AMENDED AND RESTATED SHARE PURCHASE AGREEMENT effective as of December 10, 2015 by and among DB Acquisition, Inc. (the “Seller”), Las Vegas Review-Journal, Inc. (f/k/a DB Nevada Holdings, Inc.) (the “Company”), and News + Media Capital Group LLC (the...Share Purchase Agreement • February 25th, 2016 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • Delaware
This AMENDED AND RESTATED SHARE PURCHASE AGREEMENT (this “Agreement”) is effective as of December 10, 2015, by and among DB Acquisition, Inc., a Delaware corporation (the “Seller”), Las Vegas Review-Journal, Inc. (f/k/a DB Nevada Holdings, Inc.), a Delaware corporation (the “Company”), and News + Media Capital Group LLC, a Delaware limited liability company (the “Purchaser”).
TERMINATION AGREEMENTTermination Agreement • December 22nd, 2020 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
This TERMINATION AGREEMENT (this “Agreement”), dated as of December 21, 2020, is made by and between GANNETT CO., INC., a Delaware corporation (the “Company”), and FIG LLC, a Delaware limited liability company (the “Manager”). The Company and the Manager are collectively referred to as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings given in the Management Agreement (as defined below).
ASSET PURCHASE AGREEMENT DATED AS OF JUNE 3, 2015 BY AND AMONG THE DISPATCH PRINTING COMPANY (“SELLER”), CONSUMERS NEWS SERVICES, INC. (“CNS”), and DISPATCH CONSUMER SERVICES, INC. (“DCS”) on the one hand, AND GATEHOUSE MEDIA OHIO HOLDINGS II, INC....Asset Purchase Agreement • June 15th, 2015 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
ASSET PURCHASE AGREEMENT, dated as of June 3, 2015 (this “Agreement”), by and among The Dispatch Printing Company, an Ohio corporation (“Seller”), Consumers News Services, Inc., an Ohio corporation (“CNS”), Dispatch Consumer Services, Inc., an Ohio corporation (“DCS”), GateHouse Media Ohio Holdings II, Inc., a Delaware corporation (“Buyer”), and GateHouse Media Operating, LLC, a Delaware limited liability company (“Parent”) solely for purposes of Article V and Section 12.17.
FORM OF GANNETT CO., INC. EMPLOYEE PERFORMANCE RESTRICTED STOCK UNIT GRANT AGREEMENTEmployee Performance Restricted Stock Unit Grant Agreement • May 5th, 2022 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
THIS EMPLOYEE PERFORMANCE RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Agreement”) is made as of __________, by and between Gannett Co., Inc., a Delaware corporation (the “Company”), and __________ (the “Grantee”).
NEW MEDIA INVESTMENT GROUP INC. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 19th, 2014 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), by and between NEW MEDIA INVESTMENT GROUP INC., a Delaware corporation (the “Company”), and FORTRESS OPERATING ENTITY I LP, a Delaware limited partnership and an affiliate of the Manager of the Company (the “Optionee”), is effective as of [DATE].
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENTIntercreditor Agreement • October 16th, 2024 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
AMENDMENT TO INVESTMENT COMMITMENT LETTERInvestment Commitment Letter • November 8th, 2013 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
THIS AMENDMENT (this “Amendment”), dated as of October 25, 2013, is made by and among GateHouse Media, Inc. (“GateHouse”), certain of its subsidiaries that are signatories hereto (collectively with GateHouse, the “GateHouse Parties”) and Newcastle Investment Corp. (“Plan Sponsor”).
AMENDMENT NO. 4 dated as of November 17, 2020 (this “Amendment”), to the CREDIT AGREEMENT dated as of November 19, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GANNETT CO., INC. (formerly New...Credit Agreement • November 18th, 2020 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
Credit Agreement, dated as of November 19, 2019, by and among New Media Investment Group Inc., a Delaware corporation (to be renamed Gannett Co., Inc. upon the effectiveness of the Merger; “Holdings”), Arctic Holdings LLC (to be renamed Gannett Holdings LLC upon the effectiveness of the Merger), a Delaware limited liability company (the "Borrower"), each Person listed as a "Guarantor" on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), Alter Domus Products Corp. (f/k/a Cortland Products Corp.) ("CortlandAlter Domus"), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and CortlandAlter Dom
FORM OF GANNETT CO., INC. EMPLOYEE RESTRICTED STOCK GRANT AGREEMENTEmployee Restricted Stock Grant Agreement • May 4th, 2023 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
THIS EMPLOYEE RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made as of __________, by and between Gannett Co., Inc., a Delaware corporation (the “Company”), and __________ (the “Grantee”).
FORM OF GANNETT CO., INC. EMPLOYEE CASH PERFORMANCE UNIT AWARD AGREEMENTEmployee Cash Performance Unit Award Agreement • May 4th, 2023 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
THIS EMPLOYEE CASH PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) is made as of __________, by and between Gannett Co., Inc., a Delaware corporation (the “Company”), and __________ (the “Grantee”).
