GCI New Gannett Co Inc

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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.

2.	Amendment.

(a)

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

(b)

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

(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:

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(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:

(k)

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

(l)

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

(m)

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

(n)

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

(o)

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

(p)

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

(q)

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

(r)

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

(s)

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

(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.

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.

4.

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.

7.

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.

	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

	By:	/s/ Michael E. Reed
		Name:	Michael E. Reed
		Title:	Director

	By:	/s/ Michael E. Reed
		Name:	Michael E. Reed
		Title:	Director

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

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

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

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

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

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

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

	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

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

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

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

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

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

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

	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

---

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

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

	Stock Price
Effective Date	$1.69	$2.00	$3.00	$4.00	$5.00	$6.00	$7.00	$8.00	$9.00	$10.00	$12.50	$15.00	$17.50	$20.00	$25.00	$30.00
October 15, 2024	443.1124	365.7850	228.3400	161.9225	123.2440	98.1350	80.6257	67.7788	57.9867	50.2990	36.8488	28.2153	22.2503	17.9060	12.0696	8.3493
December 1, 2025	440.8107	362.6200	224.1733	157.7050	119.2320	94.3983	77.1743	64.5988	55.0578	47.5990	34.6320	26.3800	20.7194	16.6225	11.1632	7.7077
December 1, 2026	433.1775	354.6900	216.3800	150.5325	112.7320	88.5217	71.8500	59.7625	50.6500	43.5680	31.3672	23.6960	18.4874	14.7510	9.8316	6.7530
December 1, 2027	424.1538	345.1500	206.7300	141.5525	104.5540	81.1167	65.1471	53.6813	45.1167	38.5190	27.3016	20.3727	15.7377	12.4550	8.2084	5.5940
December 1, 2028	413.8343	333.8450	194.6600	130.0950	94.0460	71.5900	56.5400	45.9013	38.0733	32.1260	22.2240	16.2753	12.3886	9.6895	6.2884	4.2430
December 1, 2029	402.6450	320.7850	179.3400	115.0525	80.1100	58.9717	45.2171	35.7713	29.0056	23.9940	15.9576	11.3573	8.4646	6.5160	4.1544	2.7750
December 1, 2030	392.5385	307.1650	159.7500	94.3525	60.5360	41.3650	29.7300	22.2638	17.2456	13.7370	8.5400	5.8367	4.2469	3.2225	2.0384	1.3610
December 1, 2031	389.6686	298.8900	136.4367	61.1325	25.3140	11.7650	6.4643	4.0350	2.7767	2.0590	1.2040	0.8360	0.6314	0.4980	0.3344	0.2317

where,
CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;
CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date; and
OS1	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

where,
CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for the issuance of such rights, options or warrants.

where,
CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
SP0	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
FMV	=	the fair market value (as determined by the Board of Directors of the Company, which determination shall be conclusive) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

where,
CR0	=	the Conversion Rate in effect immediately prior to the end of the Valuation Period;
CR1	=	the Conversion Rate in effect immediately after the end of the Valuation Period;
FMV0	=	the average of the Last Reported Sale Prices of the Equity Interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Equity Interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

where,
CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
CR1	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
SP0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;
T	=	an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.16 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold will be deemed to be zero per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Conversion Price is adjusted as a result of the operation of paragraphs (a), (b), (c) above and paragraph (e) below; and
D	=	the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.

where,
CR0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
CR1	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors of the Company, which determination shall be conclusive) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
OS1	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and
SP1	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.

where,
CR1	=	the Conversion Rate in effect immediately after the Triggering Dilutive Issuance;
O	=	the aggregate principal amount of Notes outstanding immediately prior to the Triggering Dilutive Issuance;
P	=	the greater of (i) 0.2326281 (provided that if the aggregate principal amount of Notes outstanding is less than $223,723,868 because any Notes have been repurchased, redeemed or converted, then such fraction shall be reduced to reflect the percentage of shares of Common Stock underlying the Notes as if such lesser principal amount of Notes had been issued on the Issue Date (e.g., if $67,117,160 (equivalent to a 30% redemption) of Notes are redeemed, the fraction shall be 0.175057)) and (ii) the amount equal to (A) the number of shares of the Common Stock issuable upon conversion of the Notes immediately prior to the Triggering Dilutive Issuance divided by (B) the number of shares of Common Stock outstanding on a fully diluted basis (including shares of the Common Stock issuable upon conversion of the Notes, but excluding shares of Common Stock actually issued upon conversion of the Notes) immediately prior to the Triggering Dilutive Issuance; and
CS	=	the number of shares of Common Stock outstanding on a fully diluted basis (excluding shares of the Common Stock issuable or issued upon conversion of the Notes) immediately after giving effect to the Triggering Dilutive Issuance.

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	GANNETT HOLDINGS LLC
	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

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	By:	/s/ William Sicking
		Name:	William Sicking
		Title:	Vice President

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2	Include if a global note.

3	Include if a global note.

4	Include if a physical note.

5	Include if a global note.

6	Include if a physical note.

	GANNETT CO., INC.
	By:
		Name:
		Title:

	Date of exchange		Amount of decrease in principal amount of this Global Note		Amount of increase in principal amount of this Global Note		Principal amount of this Global Note following such decrease or increase		Signature of authorized signatory of Trustee or Custodian

7	Include if a global note.

Dated:  [____________]
	Signature(s)

Signature Guarantee

	(Name)
	(Street Address)
	(City, State and Zip Code)
	Please print name and address
			Principal amount to be converted (if less than all): $_____,000
			NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
			Social Security or Other Taxpayer Identification Number

	Dated:  [____________]
			Signature(s)
			Social Security or Other Taxpayer Identification Number
			Principal amount to be repaid (if less than all): $_____,000
			NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Dated:  [______________]
Signature(s)
Signature Guarantee

	GANNETT CO., INC.
	By:
		Name:
		Title:
	[NEW SUBSIDIARY GUARANTOR], as a Subsidiary Guarantor
	By:
		Name:
		Title:
	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
	as Trustee
	By:
		Name:
		Title:

Permitted Indebtedness	Beneficiary	Issuer	Amount	Expiration Date
Lease Agreement	Customer: Gannett Co., Inc.	IBM Credit LLC	$1,998,930.65 total for (36-month term	Dated: June 14, 2023

Investor Entity	Investment	Investment Amount
Gannett Co., Inc.	Manage Mindfully, Inc.	$	750,000.00
New Media Ventures Group LLC	Tap On It, LLC	$	1,331,830.00
New Media Ventures Group LLC	GoCo.IO.Inc	$	2,000,000.00
New Media Ventures Group LLC	TouchCare Holdings LLC	$	558.539.00
Gannett Co., Inc.	Natural Commerce	$	3,358,873.00
Gannett Co., Inc.	Move This World	$	1,250.000.00
Gannett Co., Inc.	DraftKings Inc.	$	413,713.00

Issuer	Owner	Securities owned(1)
TNI Partners***	Citizen Publishing Company	50% Partnership Interest
Ultra Parcel Logistics, LLC	Gannett Publishing Services, LLC	50% Percentage Interest
Spirited Media, Inc.(3)	Gannett Satellite Information Network, LLC	(3)
Albuquerque Publishing Company***	Scripps NP Operating, LLC	General partnership interest

Starline Printing Company, LLLP***	Scripps NP Operating, LLC	24% Partnership Interest
timeRAZOR, Inc. (d/b/a Gravy)	Gannett Media Corp.	1,447,072  shares of Series A Preferred Stock and 916,358 shares of Series A-1 Preferred Stock
Good Worldwide, Inc. (formerly Upworthy)	Gannett Satellite Information Network, LLC	2,291,5308 shares of common stock
Scroll Labs Inc. (f/k/a Salamanca Inc.)	Gannett Satellite Information Network, LLC	518,785 shares of Series A-2 Preferred Stock
Placester, Inc.	Gannett Satellite Information Network, LLC	[125,997]9 shares of common stock
AfterCollege, Inc.	Gannett Media Corp..	250,000 shares of Series A-2 Preferred Stock
Circle Centre Partners Limited Partnership	Gannett Satellite Information Network, LLC	*
Blue Dot Seats, LLC	Gannett Satellite Information Network, LLC	5,276.923 Class A Common Units (35% Percentage Interest)
Moonlighting, Inc.	Gannett Media Corp.	463,469 shares of common stock
Media Consortium, LLC	Gannett Supply Corporation	**
PA Group Ltd.	Newsquest Media Group Ltd	**
Reach plc	Newsquest Media Group Ltd	**
Weymouth Football Club	Newsquest Media Group Ltd	**
Digital Collection/DCV	**	**
E-Ink (PVI)	**	**
CMGI (Moduslink)	Gannett International Communications, Inc.	**
Serviz, Inc.	ReachLocal, Inc.	6,231,733 shares of Series A Preferred Stock