FIRST SUPPLEMENTAL INDENTURE
Exhibit 10.2
FIRST SUPPLEMENTAL INDENTURE
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”).
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% Senior Secured Convertible Notes due 2027
(the “Notes”), initially in the aggregate principal amount of $497,094,000;
WHEREAS, the Company has requested that certain provisions of the Indenture be amended as set forth herein;
WHEREAS, pursuant to Section 10.02 of the
Indenture, the Trustee, the Company and the Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture with the consent of the holders of at least a majority of the aggregate principal amount of the Notes outstanding;
WHEREAS, the holders of at least a majority of the aggregate principal amount of the Notes outstanding (determined in accordance with
Article 8 of the Indenture) have consented to all of the amendments effected by this Supplemental Indenture in accordance with the provisions of the Indenture, and evidence of such consents has been provided by the Company to the Trustee; and
WHEREAS, the execution and delivery of this instrument has
been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby mutually agree as follows:
| 1. |
Defined Terms. All capitalized terms used but not defined in this
Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to
this Supplemental Indenture as a whole and not to any particular Section hereof.
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1
| 2. |
Amendment.
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| (a) |
Section 4.12(j) of the Indenture is hereby amended by replacing the text of clause (vi) thereof with the following text:
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“so long as no Default or Event of Default, in each case, pursuant to Section 6.01 has occurred and is continuing or would result
therefrom, (A) the payment to FIG LLC of an amount not to exceed $30,375,000 in connection with an early termination of the Management Agreement that is approved by the Board of Directors of the Company and (B) the payment of all other amounts
payable under the Management Agreement upon the termination thereof pursuant to the terms of such termination,”
| (b) |
Section 4.12(m)(iv) of the Indenture is hereby amended by (i) replacing the period at the end of such clause (iv) with a semicolon and (ii) inserting the following new
proviso at the end of such clause (iv):
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“provided that, subject to the limitations set
forth in Section 4.12(j), the Company may terminate the Management Agreement on terms agreed and approved by the Board of Directors of the Company.”
| 3. |
Ratification of Indenture; Supplemental Indentures Part of Indenture. Except
as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture
for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
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| 4. |
Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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| 5. |
Trustee Makes No Representation. The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture.
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| 6. |
Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery by electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of
an original executed counterpart of this Amendment.
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| 7. |
Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction thereof.
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[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.
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By:
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/s/ Xxxxxxx X. Xxxx | ||
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Name:
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Xxxxxxx X. Xxxx
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Title:
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President and Chief Executive Officer
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[Signature Page to Supplemental Indenture]
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GANNETT HOLDINGS LLC
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By: GANNETT CO., INC., as its Sole Member
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By:
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/s/ Xxxxxxx X. Xxxx | |
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Name: Xxxxxxx X. Xxxx
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Title: President and Chief Executive Officer
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[Signature Page to Supplemental Indenture]
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EACH SUBSIDIARY GUARANTOR LISTED ON ANNEX I:
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By:
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/s/ Xxxx Xxxxxx | ||
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Name: Xxxx Xxxxxx
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Title: As Indicated on Annex I
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EACH SUBSIDIARY GUARANTOR LISTED ON ANNEX II:
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By:
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/s/ Xxxxxxx X. Xxxx | ||
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Name: Xxxxxxx X. Xxxx
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Title: As Indicated on Annex II
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[Signature Page to Supplemental Indenture]
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AMERICAN INFLUENCER AWARDS LLC
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By:
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/s/ Xxxxx Xxxxxx | |
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Name: Xxxxx Xxxxxx
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Title: Manager
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By:
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/s/ Xxxxxxxxxxx Xxxxxxx | |
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Name: Xxxxxxxxxxx Xxxxxxx
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Title: Manager
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[Signature Page to Supplemental Indenture]
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GIDDYUP EVENTS, LLC
MILWAUKEE MARATHON LLC
ENMOTIVE COMPANY LLC
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By:
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/s/ Xxxxxxxx Xxxxxxx | |
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Name: Xxxxxxxx Xxxxxxx
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Title: Manager
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[Signature Page to Supplemental Indenture]
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GANNETT INTERNATIONAL FINANCE LLC
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By:
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/s/ Xxxxxxx X. Xxxx | |
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Name: Xxxxxxx X. Xxxx
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Title: Manager
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By:
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/s/ Xxxxxxx X. Xxxxx | |
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Name: Xxxxxxx X. Xxxxx
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Title: Manager
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By:
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/s/ Xxxxx Xxxxxxxx Sack | |
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Name: Xxxxx Xxxxxxxx Sack
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Title: Manager
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[Signature Page to Supplemental Indenture]
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EACH SUBSIDIARY GUARANTOR LISTED ON ANNEX III:
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By:
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/s/ Xxxxxxx X. Xxxx | |
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Name: Xxxxxxx X. Xxxx
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Title: As Indicated on Annex III
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[Signature Page to Supplemental Indenture]
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RUGGED EVENTS CANADA LTD
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By:
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/s/ Xxxx Xxxxxx | |
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Name: Xxxx Xxxxxx
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Title: Senior Vice President and Treasurer
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[Signature Page to Supplemental Indenture]
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GANNETT U.K. LIMITED
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By:
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/s/ Xxxxxxx X. Xxxxx | ||
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Name:
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Xxxxxxx X. Xxxxx
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Title:
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Authorized Signatory
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NEWSQUEST CAPITAL LIMITED
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By:
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/s/ Xxxxxxx X. Xxxxx |
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Name:
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Xxxxxxx X. Xxxxx
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Title:
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Authorized Signatory
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NEWSQUEST LIMITED
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By:
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/s/ Xxxxxxx X. Xxxxx |
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Name:
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Xxxxxxx X. Xxxxx
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Title:
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Authorized Signatory
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GANNETT INTERNATIONAL FINANCE, LLP
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By:
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/s/ Xxxxxxx X. Xxxxx |
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Name:
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Xxxxxxx X. Xxxxx
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Title:
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Authorized Signatory
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GANNETT INTERNATIONAL HOLDINGS, LLP
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By:
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/s/ Xxxxxxx X. Xxxxx |
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Name:
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Xxxxxxx X. Xxxxx
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Title:
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Authorized Signatory
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[Signature Page to Supplemental Indenture]
Annex I
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Exact Legal Name of Each Guarantor
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Signature Block
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BridgeTower Media Holding Company
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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CA Alabama Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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CA Louisiana Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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CA Massachusetts Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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CA North Carolina Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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CA South Carolina Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Xxxxxx Ohio Newspapers, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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CyberInk, LLC
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GateHouse Media Pennsylvania Holdings, Inc., as its Sole Member
Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Daily Journal of Commerce, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Daily Reporter Publishing Company
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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DB Acquisition, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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DB Arkansas Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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DB Iowa Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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DB North Carolina Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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DB Oklahoma Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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DB Tennessee Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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DB Texas Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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XX Xxxxxxxxxx Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Enterprise NewsMedia Holding, LLC
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GateHouse Media Massachusetts II, Inc., as its Sole Member
Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Enterprise NewsMedia, LLC
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Enterprise NewsMedia Holding, LLC, as its Sole Member
By GateHouse Media Massachusetts II, Inc., its Sole
Member
Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Enterprise Publishing Company, LLC
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Enterprise NewsMedia, LLC, as its Member
By Enterprise NewsMedia Holding, LLC, its Member
By GateHouse Media Massachusetts II, Inc., its Member
Xxxx Xxxxxx—Senior Vice President of Finance and Treasurer
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Finance and Commerce, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Alaska Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Arkansas Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media California Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Colorado Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Connecticut Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Annex I - 1
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Exact Legal Name of Each Guarantor
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Signature Block
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GateHouse Media Corning Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Delaware Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Directories Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Freeport Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Georgia Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Illinois Holdings II, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Illinois Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Indiana Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Iowa Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Kansas Holdings II, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Kansas Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Lansing Printing, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Louisiana Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Macomb Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Management Services, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Maryland Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Massachusetts I, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Massachusetts II, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Michigan Holdings II, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Michigan Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Minnesota Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Missouri Holdings II, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Missouri Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Nebraska Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media New York Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media North Dakota Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Ohio Holdings II, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Ohio Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Oklahoma Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Oregon Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Pennsylvania Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media South Dakota Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Annex I - 2
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Exact Legal Name of Each Guarantor
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Signature Block
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GateHouse Media Suburban Newspapers, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Tennessee Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Texas Holdings II, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Texas Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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GateHouse Media Virginia Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Xxxxxx X. Xxxxxxxx Publishing Company, LLC
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Enterprise NewsMedia, LLC, as its Member
By Enterprise NewsMedia Holding, LLC, as its Sole Member
By GateHouse Media Massachusetts II, Inc., as its Sole Member
Xxxx Xxxxxx—Senior Vice President of Finance and Treasurer
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LMG Maine Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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LMG Massachusetts, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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LMG National Publishing, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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LMG Rhode Island Holdings, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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LMG Stockton, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Local Media Group Holdings LLC
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Local Media Group, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Loco Sports, LLC
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Low Realty, LLC
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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
Xxxx Xxxxxx—Senior Vice President of Finance and Treasurer
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LRT Four Hundred, LLC
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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
Xxxx Xxxxxx—Senior Vice President of Finance and Treasurer
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Mineral Daily News Tribune, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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News Leader, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Seacoast Newspapers, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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SureWest Directories
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Xxxxx Newspapers, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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The Inquirer and Mirror, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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The Mail Tribune, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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The Nickel of Medford, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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The Peoria Journal Star, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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ThriveHive, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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UpCurve Cloud LLC
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UpCurve, Inc
Xxxx Xxxxxx—Senior Vice President of Finance and Treasurer
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UpCurve, Inc.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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W-Systems Corp.
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Xxxx Xxxxxx - Senior Vice President of Finance and Treasurer
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Annex I - 3
Annex II
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Exact Legal Name of Each Guarantor
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Signature Block
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Arizona News Service, LLC
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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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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BridgeTower Media DLN, LLC
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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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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BridgeTower Media, LLC
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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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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Annex II - 1
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Exact Legal Name of Each Guarantor
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Signature Block
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CA Florida Holdings, LLC
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Xxxxxxxx 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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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Xxxxxxxx Acquisition, LLC
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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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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Dolco Acquisition, LLC
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GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, 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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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ENHE Acquisition, LLC
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GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, 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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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Annex II - 2
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Exact Legal Name of Each Guarantor
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Signature Block
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Gannett Ventures LLC
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New Media Ventures Group LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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GateHouse Media Holdco, LLC
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GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, its Sole Member
By New Media Holdings II LLC, its Sole Member
By New Media Holdings I LLC, its Sole Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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GateHouse Media Intermediate Holdco, LLC
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GateHouse Media, LLC, as its Member
By New Media Holdings II LLC, its Sole Member
New Media Holdings I LLC, its Sole Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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GateHouse Media Operating, LLC
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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, its Sole Member
By New Media Holdings I LLC, its Sole Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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GateHouse Media, LLC
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New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, its Sole Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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Annex II - 3
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Exact Legal Name of Each Guarantor
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Signature Block
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Idaho Business Review, LLC
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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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
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Lawyer's Weekly, LLC
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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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Liberty SMC, L.L.C.
|
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, its Sole Member
By New Media Holdings I LLC, its Sole Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
Annex II - 4
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
|
Long Island Business News, LLC
|
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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Missouri Lawyers Media, LLC
|
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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
New Media Holdings I LLC
|
Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
New Media Holdings II LLC
|
New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
New Media Ventures Group LLC
|
Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
Annex II - 5
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
|
New Orleans Publishing Group, L.L.C.
|
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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
NOPG, L.L.C.
|
New Orleans Publishing Group, L.L.C., as its Manager
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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Rugged Events Holding LLC
|
Gannett Ventures LLC
By New Media Ventures Group LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Rugged Races LLC
|
Rugged Events Holding LLC
By Gannett Ventures LLC
By New Media Ventures Group LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
Annex II - 6
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
|
The Daily Record Company, LLC
|
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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
The Journal Record Publishing Co., LLC
|
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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
The NWS Company, LLC
|
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
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
Annex II - 7
Annex III
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
|
Action Advertising, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Alexandria Newspapers, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Xxxxxx County Newspapers, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Bizzy, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Boat Spinco, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Citizen Publishing Company
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
DealOn, LLC
|
ReachLocal,Inc., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Des Moines Press Citizen LLC
|
Des Moines Register and Tribune Company, as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Des Moines Register and Tribune Company
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Desert Sun Publishing, LLC
|
Gannett Media Services, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
By The Desert Sun Publishing Co., as its Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
By Gannett Satellite Information Network, LLC, as its Member
o By
Gannett Media Corp., as its Sole Member
◾ Xxxxxxx
X. Xxxx – President and Chief Executive Officer
By Gannett International Communications, Inc., as its Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
|
|
|
Desk Spinco, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Detroit Free Press, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
DiGiCol, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Evansville Courier Company, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Federated Publications, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
FoodBlogs, LLC
|
Grateful Media, LLC
By Gannett Satellite Information Network, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Gannett GP Media, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Gannett International Communications, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Gannett Media Corp.
|
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
Annex III - 1
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
|
Gannett Media Services, LLC
|
Gannett Media Corp., as its Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
The Desert Sun Publishing Co., as its Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
Gannett Satellite Information Network, LLC, as its Member
By Gannett Media Corp., as its Sole Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
Gannett International Communications, Inc., as its Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Gannett MHC Media, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Gannett Missouri Publishing, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Gannett Publishing Services, LLC
|
Gannett Satellite Information Network, LLC, as its Managing Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief
Executive Officer
|
|
|
Gannett Retail Advertising Group, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Gannett River States Publishing Corporation
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Gannett Satellite Information Network, LLC
|
Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Gannett Supply Corporation
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Gannett UK Media, LLC
|
Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Gannett Vermont Publishing, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
GCCC, LLC
|
Gannett Missouri Publishing, Inc., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief
Executive Officer
|
|
|
GCOE, LLC
|
Gannett Satellite Information Network, LLC, as its Managing Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
GFHC, LLC
|
Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
GNSS LLC
|
Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Grateful Media, LLC
|
Gannett Satellite Information Network, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Guam Publications, Incorporated (Pacific Daily News)
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
Annex III - 2
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
|
Imagn Content Services, LLC
|
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
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Journal Community Publishing Group, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Journal Media Group, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Journal Sentinel Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Kickserv, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
LOCALiQ LLC
|
Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Memphis Publishing Company
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Multimedia, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Pacific Media, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Phoenix Newspapers, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Press-Citizen Company, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
ReachLocal Canada, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
ReachLocal DP, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
ReachLocal International GP LLC
|
ReachLocal International, Inc.
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
ReachLocal International, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
ReachLocal, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Reno Newspapers, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
Xxxxxxx Newspapers LLC
|
Gannett Media Services, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
By The Desert Sun Publishing Co., as its Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
By Gannett Satellite Information Network, LLC, as its Member
o By
Gannett Media Corp., as its Sole Member
◾ Xxxxxxx
X. Xxxx – President and Chief Executive Officer
By Gannett International Communications, Inc., as its Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
|
|
|
Scripps NP Operating, LLC
|
Desk Spinco, Inc., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Sedona Publishing Company, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
Annex III - 3
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
|
State-Xxxxxxxx Holdings LLC
|
Journal Sentinel Inc., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Texas-New Mexico Newspapers, LLC
|
Texas-New Mexico Newspapers, LLC, as its Manager
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 Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
Thanksgiving Ventures, LLC
|
Grateful Media, LLC
By Gannett Satellite Information Network, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
The Advertiser Company
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
The Courier-Journal, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
The Desert Sun Publishing Co.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
The Sun Company of San Bernardino, California LLC
|
Gannett Media Services, LLC, as its Sole Member
● By Gannett Media Corp., as its Sole
Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
● By The Desert Sun Publishing Co., as
its Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
● By Gannett Satellite Information
Network, LLC, as its Member
o By
Gannett Media Corp., as its Sole Member
◾ Xxxxxxx
X. Xxxx – President and Chief Executive Officer
● By Gannett International
Communications, Inc., as its Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
|
|
|
The Times Herald Company
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
USA Today Sports Media Group, LLC
|
Gannett Satellite Information Network, LLC, as its Managing Member
By Gannett Media Corp., as its Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
Annex III - 4
|
Signature Block
|
||
|
Visalia Newspapers LLC
|
Gannett Media Services, LLC, as its Sole Member
● By Gannett Media Corp., as its Sole Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
● By The Desert Sun Publishing Co., as its Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
● By Gannett Satellite Information Network, LLC, as its Member
o By
Gannett Media Corp., as its Sole Member
◾ Xxxxxxx
X. Xxxx – President and Chief Executive Officer
● By Gannett International Communications, Inc., as its Member
o Xxxxxxx
X. Xxxx – President and Chief Executive Officer
|
|
|
Wordstream, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
x.xxx, Inc.
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
York Daily Record-York Sunday News LLC
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
York Dispatch LLC
|
Xxxxxxx X. Xxxx - President and Chief Executive Officer
|
|
|
York Newspaper Company
|
By York Newspapers 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 Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
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 Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
York Newspapers Holdings, L.P.
|
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 Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
Annex III - 5
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
|
York Newspapers Holdings, LLC
|
York Newspapers 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 Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
|
|
York Partnership Holdings, LLC
|
Texas-New Mexico Newspapers, LLC, as its Manager
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 Sole Member
Xxxxxxx X. Xxxx – President and Chief Executive Officer
|
Annex III - 6
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
|
as Trustee
|
|||
|
By:
|
/s/ Xxxxxxx Xxxxxxx | ||
|
Name:
|
Xxxxxxx Xxxxxxx
|
||
|
Title:
|
Vice President
|
||
