Exhibit 4.2


 





 








 


THE MCCLATCHY COMPANY,


 


as Issuer,


 


and


 


THE SUBSIDIARY GUARANTORS PARTIES


HERETO


 


6.875% Senior Secured Junior Lien Notes
due 2031


 





 



 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of March 15, 2019


 


to


 


INDENTURE


 


Dated as of December 18, 2018


 





 



 


THE BANK OF NEW YORK MELLON,


 


as Trustee


 


and


 


as Collateral Agent


 










 



 




     


     


    

 


THIS SECOND SUPPLEMENTAL INDENTURE, is entered
into as of March 15, 2019 (this “Second Supplemental Indenture”), among THE MCCLATCHY COMPANY, a corporation
duly organized and existing under the laws of the State of Delaware (as defined herein, the “Company”), the
Subsidiary Guarantors party hereto and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (in such capacity,
as defined herein, the “Trustee”) and as notes collateral agent (in such capacity, as defined herein, the “Collateral
Agent”).


 


PRELIMINARY STATEMENTS


 


WHEREAS, the Company, the Subsidiary Guarantors
party thereto and the Trustee and Collateral Agent entered into the Indenture, dated as of December 18, 2018, as supplemented by
the First Supplemental Indenture thereto, dated March 15, 2019 (the “Indenture”), pursuant to which the Company
issued $193,466,000 in aggregate principal amount of its 6.875% Senior Secured Junior Lien Notes due 2031 (the “Initial
Notes”), which are guaranteed by the Subsidiary Guarantors;


 


WHEREAS, Section 2.02 of the Indenture provides,
among other things, that Additional Notes ranking pari passu with the Initial Notes may be created and issued from time
to time by the Company, in connection with the exchange of all or any portion of up to $75,000,000 in aggregate principal amount
of 2029 Debentures (as defined in the Indenture) pursuant to clause (b) of Section 5.09 of the Junior Lien Term Loan Credit Agreement
(as defined in the Indenture), subject to certain conditions set forth in the Indenture;


 


WHEREAS, the Company wishes to issue $74,957,000
in aggregate principal amount of Additional Notes in connection with the exchange of $74,957,000 in aggregate principal amount
of 2029 Debentures (such Additional Notes, the “Additional Notes”);


 


WHEREAS, pursuant to Section 9.01(xiv) of
the Indenture, the Company may supplement the Indenture to provide for the issuance of Additional Notes without notice to or consent
of any Holder;


 


WHEREAS, the Company and the Subsidiary Guarantors
have requested and hereby direct that the Trustee and Collateral Agent join with the Company and the Subsidiary Guarantors in the
execution of this Supplemental Indenture; and


 


WHEREAS, all acts and things necessary to
make this Second Supplemental Indenture a valid agreement according to its terms, have been done and performed, and the execution
of this Second Supplemental Indenture has in all respects been duly authorized.


 


NOW, THEREFORE, in consideration of the premises
and mutual covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows:


 




     


     


    

 


ARTICLE I


 


Relation to Indenture;
Definitions


 


SECTION 1.01 Relation to Indenture.
This Second Supplemental Indenture constitutes an integral part of the Indenture. In the event of inconsistencies between the
Indenture and the Second Supplemental Indenture, the terms of this Second Supplemental Indenture shall govern.


 


SECTION 1.02 Certain Definitions.
Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.


 


ARTICLE II


 


Additional Notes


 


SECTION 2.01 Additional Notes.
As of the date hereof, the Company hereby creates and will issue the Additional Notes under the Indenture. Interest on the Additional
Notes shall accrue from January 15, 2019, and the first interest payment date for the Additional Notes is July 15, 2019. The Additional
Notes shall rank pari passu with the Initial Notes, shall be consolidated with and be treated as a single class of securities
with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes, except for the
issue date.


 


SECTION 2.02 Note Guarantees.
Each Subsidiary Guarantor hereby confirms that such Subsidiary Guarantor, jointly and severally, unconditionally guarantees to
each Holder of an Additional Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns
the obligations of the Company under the Indenture and the Additional Notes as and to the extent provided for in Article 10 of
the Indenture.


 


SECTION 2.03 Authentication Order.
The Trustee shall, pursuant to an authentication order delivered in accordance with Section 2.02 of the Indenture, authenticate
the Additional Notes for original issue in an aggregate principal amount specified in such authentication order.


 


ARTICLE III


 


Miscellaneous


 


SECTION 3.01 Conditions Precedent.
The Company represents and warrants that each of the conditions precedent to the supplement of the Indenture (including such conditions
pursuant to Sections 9.01, 9.05, 13.02 and 13.03 of the Indenture) have been satisfied in all respects.


 


SECTION 3.02 Instruments To Be Read
Together; Entire Agreement. This Second Supplemental Indenture is executed as and shall constitute an indenture supplemental
to and in implementation of the Indenture, and said Indenture and this Second Supplemental Indenture shall henceforth be read
together. This Second Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the supplements
to the Indenture set forth herein.


 


SECTION 3.03 Ratification of Indenture.
The Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. Upon and after the execution of this Second Supplemental
Indenture, each reference in the Indenture, as supplemented by this Second Supplemental Indenture, to “this Indenture,”
“hereunder,” “hereof” or words of like import referring to the Indenture shall mean and be a reference
to the Indenture, as supplemented by this Second Supplemental Indenture. This Second Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder shall be bound hereby.


 




    	 	-2-	 



     


    

 


SECTION 3.04 Governing Law. This
Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York..


 


SECTION 3.05 Successors. This
Second Supplemental Indenture is binding upon, and inures to the benefit of, the parties hereto and their respective successors
and assigns.


 


SECTION 3.06 Multiple Originals.
The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. One signed copy is enough to prove this Second Supplemental Indenture.


 


SECTION 3.07 Headings. The headings
of the Articles and Sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.


 


SECTION 3.08 Severability. In
case any provision in this Second Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 3.09 Benefits of Supplemental
Indenture. Nothing in this Second Supplemental Indenture, express or implied, shall give to any Person (other than the parties
hereto and their successors hereunder and the Holders) any benefit or any legal or equitable right, remedy or claim under this
Second Supplemental Indenture.


 


SECTION 3.10 Trustee Rights.
In acting under and by virtue of this Second Supplemental Indenture, the Trustee shall have all of the rights, protections and
immunities given to it under the Indenture. The Trustee is not responsible for the validity or sufficiency of this Second Supplemental
Indenture, nor for the recitals contained herein, all of which shall be taken as statements of the Company.


 


[Signature Pages Follow]


 




    	 	-3-	 



     


    

 


IN WITNESS WHEREOF, the parties have caused
this Second Supplemental Indenture to be duly executed as of the date first written above.


 


	 	THE MCCLATCHY COMPANY
	 	 
	 	By:	/s/ Elaine Lintecum
	 	 	Name:	Elaine Lintecum
	 	 	Title:	Vice President, Finance, Chief Financial Officer and Treasurer


 


[Signature Page to Second Supplemental
Indenture]


 




     


     


    

 


	 	Aboard Publishing, Inc.
	 	Belton Publishing Company, Inc.
	 	Biscayne Bay Publishing, Inc.
	 	Cass County Publishing Company
	 	Columbus Ledger-Enquirer, Inc.
	 	Cypress Media, Inc.
	 	East Coast Newspapers, Inc.
	 	Gulf Publishing Company, Inc.
	 	HLB Newspapers, Inc.
	 	Keltatim Publishing Company, Inc.
	 	Keynoter Publishing Company, Inc.
	 	Lee’s Summit Journal, Incorporated
	 	Lexington H-L Services, Inc.
	 	Macon Telegraph Publishing Company
	 	Mail Advertising Corporation
	 	McClatchy Interactive West
	 	McClatchy Investment Company 
	 	McClatchy Newspapers, Inc. 
	 	McClatchy U.S.A., Inc.
	 	Miami Herald Media Company
	 	Nittany Printing and Publishing  Company
	 	Nor-Tex Publishing, Inc.
	 	Olympic-Cascade Publishing, Inc.
	 	Pacific Northwest Publishing Company, Inc.
	 	QUAD COUNTY PUBLISHING, INC.
	 	Star-Telegram, Inc.
	 	Tacoma News, Inc.
	 	The Bradenton Herald, Inc.
	 	The Charlotte Observer Publishing  Company
	 	The News and Observer Publishing  Company 
	 	The State Media Company
	 	The Sun Publishing Company, Inc.
	 	Wichita Eagle and Beacon Publishing Company, Inc.


 


	 	All By:	/s/ Elaine Lintecum
	 	 	Name:	Elaine Lintecum
	 	 	Title:	Vice President


 


[Signature Page to Second Supplemental
Indenture]


 




     


     


    

 


	 	McClatchy Management Services, Inc.
	 	McClatchy Interactive LLC
	 	 	 	 
	 	All By:	/s/ Elaine Lintecum
	 	 	Name:	Elaine Lintecum
	 	 	Title:	President
	 	 	 	 
	 	Bellingham Herald Publishing, LLC
	 	Idaho Statesman Publishing, LLC
	 	Olympian Publishing, LLC
	 	 	 	 
	 	All By:	Pacific Northwest Publishing Company, Inc.,
	 	 	its Sole Member
	 	 	 	 
	 	By:	/s/ Elaine Lintecum
	 	 	Name:	Elaine Lintecum
	 	 	Title:	Vice President
	 	 	 	 
	 	Cypress Media, LLC
	 	 	 	 
	 	By:	Cypress Media, Inc.,
	 	 	its Sole Member
	 	 	 	 
	 	By:	/s/ Elaine Lintecum
	 	 	Name:	Elaine Lintecum
	 	 	Title:	Vice President
	 	 	 	 
	 	San Luis Obispo Tribune, LLC
	 	 	 	 
	 	By:	The McClatchy Company,
	 	 	its Sole Member
	 	 	 	 
	 	By:	/s/ Elaine Lintecum
	 	 	Name:	Elaine Lintecum
	 	 	Title:	Vice President, Finance, Chief Financial Officer and Treasurer


 


[Signature Page to Second Supplemental
Indenture]


 




     


     


    

 


	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 	 	 
	 	By:	/s/ Francine Kincaid
	 	 	Name:	Francine Kincaid
	 	 	Title:	Vice President
	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Collateral Agent
	 	 	 	 
	 	By:	/s/ Francine Kincaid
	 	 	Name:	Francine Kincaid
	 	 	Title:	Vice President


 


[Signature Page to Second Supplemental
Indenture]