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.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 28th, 2014 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 20, 2014, is by and among NEW MEDIA HOLDINGS I LLC, a Delaware limited liability company (“Holdings”), NEW MEDIA HOLDINGS II LLC, a Delaware limited liability company (the “Borrower”), certain Subsidiaries of Holdings party hereto (together with Holdings, collectively, the “Guarantors”), the Lenders party hereto and CITIZENS BANK OF PENNSYLVANIA, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
ASSET PURCHASE AGREEMENT dated as of November 20, 2014 by and among The Sellers Listed on the Signature Pages Hereto and Cummings Acquisition, Inc.Asset Purchase Agreement • November 28th, 2014 • New Media Investment Group Inc. • Newspapers: publishing or publishing & printing • Delaware
This ASSET PURCHASE AGREEMENT is dated as of November 20, 2014 (this “Agreement”) by and among the entities listed on the signature pages hereto (collectively, the “Sellers”) and Cummings Acquisition, Inc. a Delaware corporation (the “Purchaser”).
