Exhibit 4.2
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 15, 2024, among GANNETT CO., INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
W I T N E S S E T H :
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed an indenture, dated as of November 17, 2020 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Company’s 6.000% Convertible Senior Secured Notes due 2027 (the “Notes”), initially in the aggregate principal amount of $497,094,000;
WHEREAS, the Company has requested that certain provisions of the Indenture be amended as set forth herein;
WHEREAS, pursuant to Section 10.02 of the Indenture, the Trustee, the Company and the Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture with the consent of the holders of at least a majority of the aggregate principal amount of the Notes outstanding;
WHEREAS, the holders of at least a majority of the aggregate principal amount of the Notes outstanding (determined in accordance with Article 8 of the Indenture) have consented to all of the amendments effected by this Supplemental Indenture in accordance with the provisions of the Indenture, and evidence of such consents has been provided by the Company to the Trustee; and
WHEREAS, the execution and delivery of this instrument has been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby mutually agree as follows:
| 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. |
| (a) | The definition of “Excluded Securities” in Section 1.01 of the Indenture is amended and restated in its entirely to read as follows: |
““Excluded Securities” means (i) Equity Interests of the Company issued to directors, officers, employees or consultants of the Company in connection with their service, employment or retention by the Company pursuant to an equity incentive or similar plan approved by the Board of Directors of the Company, (ii) shares of Common Stock issued upon the conversion or exercise of options, warrants, rights or other convertible securities of the Company that are outstanding as of the Issue Date and (iii) the Company’s 6.000% Senior Secured Notes due 2031 and any shares of Common Stock issued upon the conversion of such 6.000% Senior Secured Notes due 2031.”
| (b) | Section 4.07 (Stay, Extension and Usury Laws) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted.]”
| (c) | Section 4.08 (Compliance Certificate; Statements as to Defaults) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted.]”
| (d) | Section 4.09 (Further Instruments and Acts) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted.]”
| (e) | Section 4.11 (Affirmative Covenants) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted.]”
| (f) | Section 4.12 (Negative Covenants) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted.]”
| (g) | Section 4.13 (Minimum Liquidity) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted.]”
| (h) | Section 4.14 (Dividend Event) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted.]”
| (i) | Section 4.15 (Remaining Term Loan) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted.]”
| (j) | Section 4.16 (Designation of Subsidiaries) of the Indenture is amended and restated in its entirety to read as follows: |
“The Company may at any time designate any of its Restricted Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary.”
| (k) | Section 6.01(g) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted;]”
| (l) | Section 6.01(h) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted;]”
| (m) | Section 6.01(i) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted;]”
| (n) | Section 6.01(j) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted;]”
| (o) | Section 6.01(k) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted;]”
| (p) | Section 6.01(m) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted;]”
| (q) | Section 11.01(b) of the Indenture is amended and restated in its entirety to read as follows: |
“[Intentionally omitted;] and”
| (r) | 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 (q) 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. |
| (s) | Effective as of the date hereof, none of the Company, any Subsidiary Guarantor and the Trustee 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 or the Subsidiary 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. | Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. |
| 5. | Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. |
| 6. | 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. |
| 7. | Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof. |
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the day and year first written above.
| 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 |
| 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 |
