First Supplemental Indenture, dated as of October 15, 2024, by and among Gannett Co., Inc., Gannett Holdings LLC, the Guarantors party thereto and U.S. Bank Trust Company, National Association as trustee

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.

Amendment.

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

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

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:

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

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

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

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

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

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

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:

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

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

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

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

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

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

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

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

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

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.

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.

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.

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.

Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Trustee Makes No Representation.  The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

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.

Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction thereof.