EX-10.1



 Exhibit 10.1 

Execution Version 

SECOND AMENDMENT TO CREDIT AGREEMENT 

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. 

W I T N E S S E T H 

WHEREAS, the Borrower, Holdings, certain banks and financial institutions from time to time party thereto (the
“Lenders”) and the Administrative Agent are parties to that certain credit agreement dated as of June 4, 2014 (as amended on July 17, 2014, as amended by that certain First Amendment to Credit Agreement dated as of
September 3, 2014 and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”); 

WHEREAS, the Loan Parties have requested certain amendments to the Credit Agreement as more specifically set forth herein; and 

WHEREAS, the Required Lenders have agreed to such amendments to the Credit Agreement, subject to the terms and conditions set forth
herein. 
 NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 

AMENDMENTS 
 1.1
Amendment to Definitions. Section 1.1 of the Credit Agreement is hereby amended by inserting in appropriate alphabetical order the following new definition: 

“Amendment No. 2 Effective Date” means November 20, 2014. 

1.2 Amendment to Permitted Acquisition. Clause (h) of the definition of Permitted Acquisition set forth in Section 1.1
of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 







 (h) with respect to any acquisition of a target that would constitute at least
25% of Consolidated EBITDA after giving effect to such acquisition on a Pro Forma Basis, the Administrative Agent shall have received either (i) a quality of earnings report with respect to such target or (ii) audited financial statements
of such target, in each case in form and substance reasonably acceptable to the Administrative Agent, and 
 1.3 Amendment to Pro
Forma Basis. The definition of Pro Forma Basis set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“Pro Forma Basis” means, for purposes of determining compliance with the financial covenant contained in
Section 6.1 or for purposes of calculating the Total Leverage Ratio as of any date, compliance with the provisions of Section 6.1 or calculation of such financial ratio for the Test Period most recently ended for which financial statements
have been delivered pursuant to Section 5.1, determined on a pro forma basis by giving pro forma effect to (A)(1) the Transactions, (2) all Permitted Acquisitions, (3) all Investments and Consolidated Capital Expenditures and
(4) all Dispositions of any material assets outside of the ordinary course of business (and in each case, the incurrence or repayment of any Indebtedness in connection therewith) that have occurred during the Test Period most recently ended
(or, if such calculation is being made for the purpose of determining whether (i) any proposed acquisition will constitute (or will be permitted as) a Permitted Acquisition or there is compliance with Section 2.24(d)(iv) or
Section 6.2(h), (ii) any Indebtedness or Liens may be incurred or (iii) any Disposition or Restricted Payment made, (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test Period and prior
to or simultaneously with the event for which the calculation of any such ratio is made), (B) actions taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than 18 months
after the end of such Test Period, in each case, as if they occurred on the first day of such Test Period and (C) all management fees, incentive fees and expenses triggered, implemented, incurred, increased or accrued as a result of any such
transaction or actions, in each case as if such management fees, incentive fees and expenses were paid commencing on the first day of such Test Period and giving effect to the “run rate” thereof. Whenever pro forma effect is to be given to
any such transaction or such action, the pro forma calculations shall be made in good faith by a Responsible Officer of Holdings and may include expected “run rate” cost savings, operating expense reductions and synergies projected by
Holdings in good faith to result from such transactions or actions (without duplication of actual cost savings, operating expense reductions and synergies), as though such cost savings, operating expense reductions and synergies had been realized on
the first day of such Test Period and as if such “run rate” cost savings, operating expense reductions and synergies were realized during the entirety of such Test Period, to the extent (x) Holdings in good faith believes that such
“run rate” cost savings, operating expense reductions and synergies are reasonably identifiable, factually supportable, (y) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or
are expected to be taken no later than 18 months after the end of such Test Period and (z) no amounts shall be added back as a pro forma adjustment hereunder to the extent duplicative of any amounts that are otherwise added back in calculating
Consolidated EBITDA. 

  
 2 








 1.4 Amendment to Available Incremental Amount. Section 2.24(d)(iii) is hereby
amended and restated in its entirety to read as follows: 
 (iii) the aggregate principal amount of Incremental Term Loans
and Incremental Revolving Credit Commitments after the Amendment No. 2 Effective Date shall not exceed $225,000,000 in the aggregate (the “Available Incremental Amount”); and 

1.5 Amendments to Incremental Term Loan Conditions. Sections 2.24(e)(i)(C) and (E) are hereby amended and restated in their
entirety to read as follows: 
 (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted
Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans, except (1) by virtue of amortization or prepayment of Term Loans prior to the time of such incurrence or (2) to the extent the
remaining Weighted Average Life to Maturity of the Initial Term Loans (and any previous Incremental Term Loans) is shortened to match or be shorter than the Weighted Average Life to Maturity of the Incremental Term Loans pursuant to the Incremental
Amendment executed by the Borrower, each Incremental Lender and the Administrative Agent with respect to such Incremental Term Loans, 

******** 

(E) shall have an amortization schedule applicable to any Incremental Term Loans on the same terms as for the Initial Term
Loans, unless the amortization schedule for the Initial Term Loans (and any previous Incremental Term Loans) is increased to match (on a percentage basis of the applicable initial term loan amount) the amortization schedule applicable to such
Incremental Term Loans pursuant to the Incremental Amendment executed by the Borrower, each Incremental Lender and the Administrative Agent with respect to such Incremental Term Loans, and 

1.6 Amendment to Assumed/Acquisition Debt Basket. The reference to “$10,000,000” in Section 6.2(e) is hereby
amended to reference “$15,000,000.” 
 1.7 Amendment to Assumed Lien Basket. The reference to
“$10,000,000” in Section 6.3(k) is hereby amended to reference “$15,000,000.” 
 1.8 Amendment to
Cross-Default and Judgment Default Thresholds. The reference to “$5,000,000” in Sections 7.1(e) and 7.1(h) is hereby amended to reference “$7,500,000.” 

  
 3 








 ARTICLE II 

CONDITIONS TO EFFECTIVENESS 

2.1 Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment
Effective Date”) upon satisfaction (or waiver) of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent): 

(a) Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of
the Loan Parties and the Required Lenders. 
 (b) Fees and Expenses. The Administrative Agent shall have received from
the Borrower such fees and expenses that are due and payable in connection with the consummation of the transactions contemplated hereby and King & Spalding LLP shall have received from the Borrower payment of all outstanding fees and
expenses previously incurred and all fees and expenses incurred in connection with this Amendment. 
 ARTICLE III 

MISCELLANEOUS 
 3.1
Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby
or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. 

3.2 Representations and Warranties of the Loan Parties. The Loan Parties hereby represent and warrant that (a) each of the
representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects on and as of the Amendment Effective Date as if made on and as of such date, except to the extent that any such
representation and warranty specifically relates to an earlier date, in which case such representation and warranty was true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality
qualifier shall not be applicable to any representation and warranty that is already qualified or modified by materiality in the text thereof, and (b) no Default or Event of Default has occurred and is continuing on the Amendment Effective Date
or after giving effect to this Amendment. 
 3.3 Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit
Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations. 

3.4 Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement. 

3.5 Expenses. The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative
Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable and documented fees and expenses of the Administrative Agent’s legal counsel. 

  
 4 








 3.6 Further Assurances. The Loan Parties agree to promptly take such action, upon
the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Amendment. 
 3.7
Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. 

3.8 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and
delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a
representation that an original will be delivered. 
 3.9 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

3.10 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. 
 3.11 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The
jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.12 and 9.18 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 5 








 IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date
first above written. 
  

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

		 		 	Name:	 	Michael E. Reed
		 		 	Title:	 	Chief Executive Officer
			
	GUARANTORS:	 		 	NEW MEDIA HOLDINGS I LLC
				
		 		 	By:	 	 /s/ Michael E. Reed

		 		 	Name:	 	Michael E. Reed
		 		 	Title:	 	Chief Executive Officer
			
		 		 	LOCAL MEDIA GROUP HOLDINGS LLC
		 		 	LOCAL MEDIA GROUP, INC.
		 		 	SEACOAST NEWSPAPERS, INC.
		 		 	LMG MASSACHUSETTS, INC.
		 		 	LMG PENNSYLVANIA MANAGEMENT, INC.
		 		 	THE INQUIRER AND MIRROR, INC.
		 		 	LMG PENNSYLVANIA HOLDINGS, INC.
		 		 	LMG PENNSYLVANIA, L.P., by its general partner, LMG Pennsylvania Management, Inc.
		 		 	THE MAIL TRIBUTE, INC.
		 		 	LMG NATIONAL PUBLISHING, INC.
		 		 	THE NICKEL OF MEDFORD, INC.
		 		 	LMG STOCKTON, INC.
				
		 		 	By:	 	 /s/ Gregory W. Freiberg

		 		 	Name:	 	Gregory W. Freiberg
		 		 	Title:	 	Chief Financial Officer

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 







 

	
	COPLEY OHIO NEWSPAPERS, INC.
	ENHE ACQUISITION, LLC
	ENTERPRISE NEWSMEDIA HOLDING, LLC
	ENTERPRISE NEWSMEDIA, LLC
	ENTERPRISE PUBLISHING COMPANY, LLC
	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 FLORIDA HOLDINGS, INC.
	GATEHOUSE MEDIA FREEPORT HOLDINGS, INC.
	GATEHOUSE MEDIA HOLDCO, LLC
	GATEHOUSE MEDIA ILLINOIS HOLDINGS II, INC.
	GATEHOUSE MEDIA ILLINOIS HOLDINGS, INC.
	GATEHOUSE MEDIA INTERMEDIATE HOLDCO, LLC
	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 MANAGEMENT SERVICES, INC.
	GATEHOUSE MEDIA MICHIGAN HOLDINGS II, INC.
	





	
	GATEHOUSE MEDIA MICHIGAN HOLDINGS, INC.
	GATEHOUSE MEDIA MINNESOTA HOLDINGS, INC.
	GATEHOUSE MEDIA MISSOURI HOLDINGS II, INC.
	GATEHOUSE MEDIA MISSOURI HOLDINGS, INC.
	GATEHOUSE MEDIA MASSACHUSETTS I, INC.
	GATEHOUSE MEDIA MASSACHUSETTS II, INC.
	GATEHOUSE MEDIA NEBRASKA HOLDINGS, INC.
	GATEHOUSE MEDIA VIRGINIA HOLDINGS, INC.
	GATEHOUSE MEDIA NEW YORK HOLDINGS, INC.
	GATEHOUSE MEDIA NORTH DAKOTA HOLDINGS,
    INC.
	GATEHOUSE MEDIA OHIO HOLDINGS, INC.
	GATEHOUSE MEDIA OKLAHOMA HOLDINGS, INC.
	GATEHOUSE MEDIA OPERATING, LLC
	 GATEHOUSE MEDIA PENNSYLVANIA HOLDINGS,

     INC.

	GATEHOUSE MEDIA SUBURBAN NEWSPAPERS, INC.
	GATEHOUSE MEDIA TENNESSEE HOLDINGS, INC.
	GATEHOUSE MEDIA TEXAS HOLDINGS, INC.
	GATEHOUSE MEDIA VENTURES, INC.
	GATEHOUSE MEDIA, LLC
	GEORGE W. PRESCOTT PUBLISHING COMPANY, LLC
	LIBERTY SMC, L.L.C.
	LOW REALTY, LLC
	LRT FOUR HUNDRED, LLC
	MINERAL DAILY NEWS TRIBUNE, INC. NEWS LEADER, INC.
	SUREWEST DIRECTORIES
	TERRY NEWSPAPERS, INC.
	THE PEORIA JOURNAL STAR, INC.
	GATEHOUSE MEDIA TEXAS HOLDINGS II, INC.
	

 
 

  

			
	 By:
	 	 /s/ Gregory W. Freiberg

	 Name:
	 	Gregory W. Freiberg
	 Title:
	 	Chief Financial Officer


  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	ADMINISTRATIVE AGENT AND LENDERS:	 		 	CITIZENS BANK OF PENNSYLVANIA,
		 		 	 as Administrative Agent and as a Lender

				
		 		 	 By:
	 	 /s/ A. Paul Dawley

		 		 	 Name:
	 	A. Paul Dawley
		 		 	 Title:
	 	Vice President

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	Mutual Quest Fund
		 		 	 By:
	 	Franklin Mutual Advisers, LLC,
		 		 	 as a Lender

				
		 		 	 By:
	 	 /s/ Shawn Tumulty

		 		 	 Name:
	 	Shawn Tumulty
		 		 	 Title:
	 	Vice President

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 Credit Suisse Loan Funding LLC,

as a Lender

				
		 		 	By:	 	 /s/ Michael Wotanowski

		 		 	Name:	 	Michael Wotanowski
		 		 	Title:	 	Authorized Signatory

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 by BDCA Adviser on behalf of BDCA Funding I, LLC,

as a Lender

				
		 		 	By:	 	 /s/ Robert Grunewald

		 		 	Name:	 	Robert Grunewald
		 		 	Title:	 	CIO

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	HMS Funding I, LLC,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Alejandro Palomo

		 		 	Name:	 	Alejandro Palomo
		 		 	Title:	 	Director

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	HMS Income Fund, Inc.,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Alejandro Palomo

		 		 	Name:	 	Alejandro Palomo
		 		 	Title:	 	Director

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	MAIN STREET CAPITAL CORPORATION,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Nick Meserve

		 		 	Name:	 	Nick Meserve
		 		 	Title:	 	Managing Director

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as a Lender

				
		 		 	By:	 	 /s/ Christopher Day

		 		 	Name:	 	Christopher Day
		 		 	Title:	 	Authorized Signatory
				
		 		 	By:	 	 /s/ D. Andrew Maletta

		 		 	 Name:
 Title:
	 	D. Andrew Maletta
		 		 	 	Authorized Signatory

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 LBC III JC FUNDING, LLC,
 as
a Lender

				
		 		 	By:	 	 /s/ Christopher J. Calabrese

		 		 	 Name:
 Title:
	 	 Christopher J. Calabrese
 Executive
Manager

			
		 		 	 LBC III WF FUNDING, LLC,
 as
a Lender

				
		 		 	By:	 	 /s/ Christopher J. Calabrese

		 		 	 Name:
 Title:
	 	 Christopher J. Calabrese
 Executive
Manager


  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 Halcyon Loan Advisors Funding 2012-1, Ltd.,

as a Lender

			
		 		 	 By: Halcyon Loan Advisors 2012-1 LLC

as collateral manager

				
		 		 	By:	 	 /s/ David Martino

		 		 	 Name:
 Title:
	 	 David Martino
 Controller


  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 Halcyon Loan Advisors Funding 2012-2, Ltd.,

as a Lender

			
		 		 	 By: Halcyon Loan Advisors 2012-2 LLC

as collateral manager

				
		 		 	By:	 	 /s/ David Martino

		 		 	 Name:
 Title:
	 	 David Martino
 Controller


  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 Halcyon Loan Advisors Funding 2013-1 LTD.,

as a Lender

				
		 		 	By:	 	 /s/ David Martino

		 		 	 Name:
 Title:
	 	 David Martino
 Controller


  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 Halcyon Loan Advisors Funding 2013-2 LTD.,

as a Lender

				
		 		 	By:	 	 /s/ David Martino

		 		 	 Name:
 Title:
	 	 David Martino
 Controller


  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 Halcyon Loan Advisors Funding 2014-1, Ltd.,

as a Lender

			
		 		 	 By: Halcyon Loan Advisors 2014-1 LLC

as collateral manager

				
		 		 	By:	 	 /s/ David Martino

		 		 	 Name:
 Title:
	 	 David Martino
 Controller


  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 Halcyon Loan Advisors Funding 2014-2 Ltd.,

as a Lender

			
		 		 	 By: Halcyon Loan Advisors 2014-2 LLC

as collateral manager

				
		 		 	By:	 	 /s/ David Martino

		 		 	 Name:
 Title:
	 	 David Martino
 Controller


  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 Halcyon Loan Advisors Funding 2014-3 Ltd,

as a Lender

			
		 		 	 By: Halcyon Loan Advisors 2014-3 LLC

as collateral manager

				
		 		 	By:	 	 /s/ Eugene Shternfeld

		 		 	 Name:
 Title:
	 	 Eugene Shternfeld
 CLO Associate


  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 Swiss Capital Pro Loan VI - HALCYON,

as a Lender

				
		 		 	By:	 	 /s/ David Martino

		 		 	 Name:
 Title:
	 	 David Martino
 Controller


  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 MARATHON CLO IV LTD.,
 as a
Lender

			
		 		 	 By: Marathon Asset Management L.P.

Its Portfolio Manager and Authorized Signatory

				
		 		 	By:	 	 /s/ Louis T. Hanover

		 		 	Name:	 	Louis T. Hanover
		 		 	Title:	 	Authorized Signatory

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 MARATHON CLO V LTD.,
 as a
Lender

			
		 		 	 By: Marathon Asset Management L.P.

Its Portfolio Manager and Authorized Signatory

				
		 		 	By:	 	 /s/ Louis T. Hanover

		 		 	Name:	 	Louis T. Hanover
		 		 	Title:	 	Authorized Signatory

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 MARATHON CLO VI LTD.,
 as a
Lender

			
		 		 	 By: Marathon Asset Management L.P.

Its Portfolio Manager and Authorized Signatory

				
		 		 	By:	 	 /s/ Louis T. Hanover

		 		 	Name:	 	Louis T. Hanover
		 		 	Title:	 	Authorized Signatory

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	 MARATHON CLO VII LTD.,
 as a
Lender

			
		 		 	 By: Marathon Asset Management L.P.

Its Portfolio Manager and Authorized Signatory

				
		 		 	By:	 	 /s/ Louis T. Hanover

		 		 	Name:	 	Louis T. Hanover
		 		 	Title:	 	Authorized Signatory

  
 NEW MEDIA HOLDINGS II LLC 

SECOND AMENDMENT TO CREDIT AGREEMENT