MANAGEMENT STOCKHOLDER AGREEMENTManagement Stockholder Agreement • July 21st, 2006 • GateHouse Media, Inc. • Delaware
This Management Stockholder Agreement (the “Agreement”) is entered into as of January 29, 2006, by and between Liberty Group Publishing, Inc., a Delaware corporation (the “Company”), FIF III Liberty Holdings LLC, a Delaware limited liability company (“Parent”), and Michael Reed (hereinafter referred to as the “Management Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Stockholders Agreement referred to below.
LIBERTY GROUP PUBLISHING, INC. LIBERTY GROUP OPERATING, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2006 • GateHouse Media, Inc. • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 19th day of April, 2006 by and among LIBERTY GROUP PUBLISHING, INC., a Delaware corporation (“Publishing”), LIBERTY GROUP OPERATING, INC., a Delaware corporation (“Operating” and together with Publishing, the “Company”), and MARK THOMPSON (“Executive”).
AGREEMENT AND PLAN OF MERGER AMONG FIF III LIBERTY HOLDINGS LLC, FIF III LIBERTY ACQUISITION, LLC AND LIBERTY GROUP PUBLISHING, INC. May 9, 2005Merger Agreement • July 21st, 2006 • GateHouse Media, Inc. • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 9, 2005 (the “Agreement Date”), by and among FIF III Liberty Holdings LLC, a Delaware limited liability company (“Parent”), FIF III Liberty Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Liberty Group Publishing, Inc., a Delaware corporation (the “Company”).
MANAGEMENT SHAREHOLDER AGREEMENTManagement Shareholder Agreement • July 21st, 2006 • GateHouse Media, Inc. • Delaware
This Management Stockholder Agreement (the “Agreement”) is entered into as of May 17, 2006, by and between Liberty Group Publishing, Inc., a Delaware corporation (the “Company”), FIF III Liberty Holdings LLC, a Delaware limited liability company (“Parent”), and POLLY GRUNFELD SACK (hereinafter referred to as the “Management Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Stockholders Agreement referred to below.
ASSET PURCHASE AGREEMENT BY AND AMONG GATEHOUSE MEDIA, INC. HERALD MEDIA, INC. and CP MEDIA, INC. DATED: AS OF MAY 5, 2006Asset Purchase Agreement • July 21st, 2006 • GateHouse Media, Inc. • Delaware
AGREEMENT entered into as of the 5th day of May, 2006 by and among GateHouse Media, Inc., a Delaware corporation (the “Buyer”), CP Media, Inc., a Massachusetts corporation (the “Seller”) and a wholly owned subsidiary of Herald Media, Inc., a Massachusetts corporation (“Herald Media”), and Herald Media. The Buyer, the Seller and Herald Media are each sometimes referred to individually as a “Party” and are referred to collectively herein as the “Parties.”
FIRST LIEN CREDIT AGREEMENT among GATEHOUSE MEDIA HOLDCO, INC., as Holdco, GATEHOUSE MEDIA OPERATING, INC. as the Company, GATEHOUSE MEDIA MASSACHUSETTS I, INC., HPM MERGER SUB, INC., ENM MERGER SUB, INC., and ENHE ACQUISITION, LLC, as Subsidiary...First Lien Credit Agreement • July 21st, 2006 • GateHouse Media, Inc. • New York
FIRST LIEN CREDIT AGREEMENT, dated as of June 6, 2006, among GATEHOUSE MEDIA HOLDCO, INC., a Delaware corporation (“Holdco”), GATEHOUSE MEDIA OPERATING, INC., a Delaware corporation (the “Company”), GATEHOUSE MEDIA MASSACHUSETTS I, INC., a Delaware corporation (“GateHouse I”), HPM MERGER SUB, INC., a Delaware corporation (“HPM”), ENM MERGER SUB, INC., a Massachusetts corporation (“ENM”), and ENHE ACQUISITION, LLC, a Delaware limited liability company (“ENHE” and, together with GateHouse I, HPM and ENM, collectively the “Subsidiary Borrowers” and individually a “Subsidiary Borrower”), each of those Domestic Subsidiaries of Holdco identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of Holdco as may from time to time become a party hereto (together with Holdco, collectively the “Guarantors” and individually a “Guarantor”), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the “Lend
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • July 21st, 2006 • GateHouse Media, Inc. • Illinois
This SEPARATION AND CONSULTING AGREEMENT (this “Agreement”) is dated as of and executed on May 6, 2005 (the “Effective Date”), and is entered into by and among Liberty Group Operating, Inc., a Delaware corporation, and Liberty Group Publishing, Inc., a Delaware corporation (together, the “Company”), and Kenneth L. Serota (“Executive”).
AGREEMENT AND PLAN OF MERGER AND SECURITIES PURCHASE AGREEMENTMerger Agreement • July 21st, 2006 • GateHouse Media, Inc. • Massachusetts
This Agreement and Plan of Merger and Securities Purchase Agreement (the “Agreement”) is entered into as of May 5, 2006 by and among GateHouse Media, Inc., a Delaware corporation (the “Parent”), ENM Merger Sub, Inc., a Massachusetts corporation (“ENM Merger Sub”), HPM Merger Sub, Inc., a Delaware corporation (“HPM Merger Sub”), ENHE Acquisition, LLC, a Delaware limited liability company (“ENHE Acquisition”), ENM, Inc. a Massachusetts corporation (“ENM”), Heritage Partners Media, Inc., a Delaware corporation (“HPM”), Heritage Fund III, L.P., Heritage Fund IIIA, L.P. and Heritage Investors III, LLC (collectively, “Heritage” or the “HPM Shareholders”), Frank E. Richardson, individually (“Richardson”), Frank E. Richardson, as trustee under voting trust agreements dated as of April 28, 2006 and November 5, 1997 (the “Richardson Voting Trusts”), James F. Plugh, individually (“Plugh”), Michael H. Plugh, individually (“M. Plugh”), Jennifer V. Plugh, individually (“J. Plugh”), Catherine T. Plug
SECURED BRIDGE CREDIT AGREEMENT among GATEHOUSE MEDIA HOLDCO, INC., as Holdco, GATEHOUSE MEDIA OPERATING, INC. as the Company, GATEHOUSE MEDIA MASSACHUSETTS I, INC., HPM MERGER SUB, INC., ENM MERGER SUB, INC., and ENHE ACQUISITION, LLC, as Subsidiary...Secured Bridge Credit Agreement • July 21st, 2006 • GateHouse Media, Inc. • New York
SECURED BRIDGE CREDIT AGREEMENT, dated as of June 6, 2006, among GATEHOUSE MEDIA HOLDCO, INC., a Delaware corporation (“Holdco”), GATEHOUSE MEDIA OPERATING, INC., a Delaware corporation (the “Company”), GATEHOUSE MEDIA MASSACHUSETTS I, INC., a Delaware corporation (“GateHouse I”), HPM MERGER SUB, INC., a Delaware corporation (“HPM”), ENM MERGER SUB, INC., a Massachusetts corporation (“ENM”), and ENHE ACQUISITION, LLC, a Delaware limited liability company (“ENHE” and, together with GateHouse I, HPM and ENM, collectively the “Subsidiary Borrowers” and individually a “Subsidiary Borrower”), each of those Domestic Subsidiaries of Holdco identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of Holdco as may from time to time become a party hereto (together with Holdco, collectively the “Guarantors” and individually a “Guarantor”), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the “
