EX-10.44



 Exhibit 10.44 

Citizens Bank of Pennsylvania 
 28
State Street, MS 1500 
 Boston, Massachusetts 02109 

July 17, 2014 
 New Media Holdings II LLC,

 c/o New Media Investment Group Inc. 
 1345 Avenue of the
Americas / 46th floor 
 New York, New York 10105 
 Attention:
Michael Reed 
 Re: Amendment to Credit Agreement 

Ladies and Gentlemen: 
 We refer to that certain
Credit Agreement dated as of June 4, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among New Media Holdings II LLC (the
“Borrower”), New Media Holdings I LLC (“Holdings”), the Lenders party thereto and Citizens Bank of Pennsylvania, as administrative agent (the “Administrative Agent”). Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. 
 WHEREAS, pursuant to
Section 9.1(c), any provision of the Credit Agreement may be amended by an agreement in writing entered into by Holdings, the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency. 

WHEREAS, the Credit Agreement contains an omission, and Holdings, the Borrower and the Administrative Agent desire to amend the Credit
Agreement in accordance with Section 9.1(c) to cure such omission. 
 NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree that the phrase “, calculated on a Pro Form Basis,” is hereby added after the words “Total Leverage Ratio” appearing in (a) clause (ii) of the
definition of Payment Conditions contained in of the Credit Agreement, (b) Section 6.1 of the Credit Agreement and (c) part (A) under Schedule A to Exhibit C to the Credit Agreement (solely in that instance without “,”
after “Basis”). 
 The foregoing amendments are limited solely to the matters described in the foregoing paragraphs, and shall not
be deemed to constitute an amendment or waiver of any other provision of the Credit Agreement. The Credit Agreement, as modified hereby, shall remain in full force and effect. This letter agreement shall be governed by, and construed in accordance
with, the law of the State of New York (excluding any conflicts of law rules which would otherwise cause this letter agreement to be construed or enforced in accordance with, or the rights of the parties to be governed by, the laws of any other
jurisdiction). This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument. Delivery of an executed counterpart to this letter by facsimile or electronic transmission shall be as effective as 







 
delivery of a manually executed counterpart hereof. This letter agreement constitutes the entire understanding of the parties hereto and supersedes any other prior or contemporaneous negotiations
or agreements with respect to the subject matter hereof. This letter agreement shall constitute a Loan Document. 
 Very
truly yours, 
 CITIZENS BANK OF PENNSYLVANIA 

By: /s/ Arthur D. Burns 

Name: Arthur D. Burns 

Title: Senior Vice President 







 Accepted and Agreed: 

NEW MEDIA HOLDINGS II LLC 
 By: /s/ Michael E. Reed 

Name: Michael E. Reed 
 Title: Chief Executive Office 

NEW MEDIA HOLDINGS I LLC 
 By: /s/ Michael E. Reed 

Name: Michael E. Reed 
 Title: Chief Executive Office