Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “ Third Amendment ”), dated as of January 9, 2015, 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 several banks and other financial institutions or entities party hereto (the “ Incremental Term Lenders ”), the Revolving Credit Lenders 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 previously amended or modified pursuant to that certain letter agreement dated as of July 17, 2014, that certain First Amendment dated as of September 3, 2014 and that certain Second Amendment dated as of November 20, 2014, and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “ Credit Agreement ”);

WHEREAS , the Loan Parties have informed the Administrative Agent that the Borrower shall indirectly acquire (the “ Acquisition ”) certain assets of Halifax Media Group, LLC, a Florida limited liability company, and its Subsidiaries (the “ Acquired Business ”), pursuant to the asset purchase agreement, dated as of November 20, 2014, between Halifax Media Group, LLC and its Subsidiaries party thereto, as sellers (the “ Sellers ”), and Cummings Acquisition, Inc., a Delaware corporation, as buyer (the “ Acquisition Agreement ”);

WHEREAS , pursuant to Section 2.24 of the Credit Agreement, the Borrower has notified the Administrative Agent that it is requesting (i) an Incremental Term Loan in an aggregate principal amount of $102,000,000 to finance a portion of the Acquisition (the “ Third Amendment Incremental Term Loan ”) on the terms set forth in this Third Amendment, (ii) an Incremental Revolving Credit Commitment in an aggregate principal amount of $50,000,000 to finance a portion of the Acquisition (the “ Third Amendment Incremental Revolver Increase ”) and (iii) that the Administrative Agent, the Incremental Term Lenders and the Revolving Credit Lenders amend the Credit Agreement to effect such amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the Third Amendment Incremental Term Loan and the Third Amendment Incremental Revolver Increase;

WHEREAS , pursuant to Section 9.1(c)(i) of the Credit Agreement, the Borrower has requested that the Revolving Credit Lenders agree to certain amendments to the Credit

Agreement that solely affect the rights or duties under the Credit Agreement of the Revolving Credit Lenders; and

WHEREAS , (i) the Incremental Term Lenders are willing to provide such Third Amendment Incremental Term Loan, (ii) Citizens Bank of Pennsylvania is willing to provide the Third Amendment Incremental Revolver Increase and (iii) the Incremental Term Lenders, Citizens Bank of Pennsylvania and the Revolving Credit Lenders are willing and to make such amendments to the Credit Agreement, in accordance with and 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

AMENDMENT

1.1 Third Amendment. This Third Amendment constitutes an “Incremental Amendment” pursuant to Section 2.24 of the Credit Agreement and an amendment solely affecting the rights or duties under the Credit Agreement of the Revolving Credit Lenders pursuant to Section 9.1(c)(i) of the Credit Agreement.

1.2 Amendments to Credit Agreement . From and after the Third Amendment Effective Date (as hereinafter defined), the Credit Agreement is amended pursuant to this Third Amendment and amendments to the Credit Agreement prior to the date hereof to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Credit Agreement attached as Annex A to this Third Amendment.

1.3 Amendments to Schedules 2.1 and 2.2 . From and after the Third Amendment Effective Date, Schedules 2.1 and 2.2 to the Credit Agreement are hereby amended and supplemented to add the information set forth on the Supplement to Schedule 2.1 attached as Annex B to this Third Amendment and to replace Schedule 2.2 to the Credit Agreement with the Schedule 2.2 attached as Annex C to this Third Amendment. All other Schedules to the Credit Agreement shall not be modified or otherwise affected.

1.4 Credit Agreement Governs . Except as set forth in this Third Amendment and in the form of the Credit Agreement attached hereto as Annex A to this Third Amendment, (i) the Third Amendment Incremental Term Loans shall have identical terms as the Initial Term Loans and shall otherwise be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Credit Agreement and the other Loan Documents and (ii) the Third Amendment Incremental Revolver Increase shall have identical terms as the existing Revolving Credit Facility and shall otherwise be subject to the provisions, including any provisions restricting the

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rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Credit Agreement and the other Loan Documents.

ARTICLE II

INTEREST PERIODS

In connection with this Third Amendment, the Interest Periods applicable to the Initial Term Loan and the First Amendment Incremental Term Loans shall be reset as necessary to cause the Interest Periods applicable to the Initial Term Loan and the First Amendment Incremental Term Loans to be identical to the Interest Periods applicable to the Third Amendment Incremental Term Loans funded on the Third Amendment Effective Date. The Borrower shall be responsible for any costs arising under Section 2.19 of the Credit Agreement resulting from such action.

ARTICLE III

CONDITIONS TO EFFECTIVENESS

3.1 Closing Conditions . This Third Amendment shall become effective as of the day and year set forth above (the “ Third 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 Third Amendment . The Administrative Agent shall have received a copy of this Third Amendment duly executed by each of the Loan Parties, the Administrative Agent, the Incremental Term Lenders and the Revolving Credit Lenders.

(b) Financial Statements . The Administrative Agent shall have received (i) audited financial statements for the Acquired Business for the two fiscal years most recently ended at least 90 days prior to the Third Amendment Effective Date, (ii) unaudited consolidated balance sheets and related statements of income and cash flows of the Acquired Business for the nine month period ended September 30, 2014, which financial statements shall contain only adjustments that are consistent with financial statements referenced in clause (i) and (iii) pro forma consolidated financial statements for Holdings and its Subsidiaries for the four-quarter period most recently ended prior to the Third Amendment Effective Date for which financial statements are available giving pro forma effect to the Transactions and a pro forma balance sheet of Holdings and its Subsidiaries as of the Third Amendment Effective Date giving pro forma effect to the Transactions, which pro forma financial statements and balance sheet including adjustments for partial periods and otherwise shall be in form and substance reasonably satisfactory to the Administrative Agent.

(c) Acquisition Documents . The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that the Acquisition constitutes a Permitted Acquisition and has been consummated, or shall be consummated substantially simultaneously with the borrowing of the Third Amendment Incremental Term Loan, in all material respects in accordance with the

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Acquisition Agreement as in effect on November 20, 2014, without any amendment, consent or waiver (including (i) any waiver of a condition precedent to the Borrower’s or its applicable affiliate’s obligation to close under the Acquisition Agreement or otherwise consummate the Acquisition and (ii) any reduction in the purchase price set forth in the Acquisition Agreement as in effect on November 20, 2014 by more than 10%; provided that any purchase price reduction shall be allocated to reduce on a ratable basis the amount of cash equity contribution and the amount of the Third Amendment Incremental Term Loan utilized to pay such purchase price and pay fees, commissions and expenses in connection with the Acquisition, the Third Amendment Incremental Term Loan and the transactions contemplated thereby (collectively with the Acquisition and the Third Amendment Incremental Term Loan, the “ Transactions ”), to the extent any such amendment, consent or waiver is material and adverse to the interests of the Incremental Term Lenders as reasonably determined by Administrative Agent unless consented to by the Administrative Agent (such consent not to be unreasonably withheld or delayed). The Administrative Agent hereby acknowledges that it is satisfied with the Acquisition Agreement, as in effect on November 20, 2014, and the disclosure schedules and exhibits thereto.

(d) Material Adverse Effect . Except as set forth in the Sellers Disclosure Schedule (as defined in the Acquisition Agreement), since December 31, 2013 and until November 20, 2014, there shall not have been any event, occurrence, effect or change that, individually or in the aggregate, has had a Material Adverse Effect. Since November 20, 2014, no event, occurrence, effect or change has occurred that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. For purposes hereof, “Material Adverse Effect” means any event, occurrence, effect or change that, individually or in the aggregate, (a) would have (or would reasonably be expected to have) a material adverse effect on the Business (as defined in the Acquisition Agreement), taken as a whole or (b) materially impairs the ability of the Sellers to consummate, or prevents or materially delays, the transactions contemplated by the Acquisition Agreement or the Ancillary Agreements (as defined in the Acquisition Agreement); provided, however, that Material Adverse Effect shall not include any event, occurrence, effect or change resulting from: (i) any change affecting general national, international, regional or local political, economic, financial or capital market conditions, including changes in interest or exchange rates; (ii) any change generally affecting the industries in which the Business operates; (iii) any change in applicable Law or GAAP (each as defined in the Acquisition Agreement), or any interpretation thereof; (iv) acts of war, sabotage or terrorism, or any escalation or worsening thereof; (v) any change relating to or arising from the execution, announcement or pendency of the Acquisition Agreement, the Ancillary Agreements or any of the transactions contemplated thereby (but excluding any event, occurrence, effect or change resulting from any breach by the Sellers of any of the provisions of the Acquisition Agreement); (vi) any action contemplated by the Acquisition Agreement as in effect on November 20, 2014; and (vii) any failure of the Business to meet any projections (provided, however, that this clause (vii) shall not exclude the underlying cause of any such failure if such cause otherwise constitutes a Material Adverse Effect); provided, further, that any event, occurrence, effect or change that results from the

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matters set forth in clauses (i), (ii), (iii), or (iv) may be taken into account in determining whether a “Material Adverse Effect” has occurred, or would occur, in each case to the extent any such event, occurrence, effect or change has a materially disproportionate, adverse impact on the Business, taken as a whole, relative to other businesses operating in the industry in which the Business operates.

(e) Third Amendment Incremental Term Loan and Third Amendment Incremental Revolving Credit Commitment Conditions . The conditions set forth in Section 2.24 of the Credit Agreement shall have been satisfied.

(f) Fees and Expenses .

(i) The Borrower shall have paid, or cause to be paid, or shall have arranged for such payment in a manner reasonably satisfactory to the Administrative Agent, all fees due and payable on the Third Amendment Effective Date pursuant to the terms of that certain Fee Letter, dated as of November 20, 2014, by and among the Borrower, the Administrative Agent, and Citizens Bank, National Association, as lead arranger, as amended by that certain Amendment to Fee Letter dated as of January 9, 2015, by and among the Borrower, the Administrative Agent and Citizens Bank, National Association, as lead arranger.

(ii) The Administrative Agent shall have received from the Borrower such other 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 Third Amendment.

(g) Insurance . The Administrative Agent shall have received (i) insurance binders evidencing environmental liability insurance with respect to the real property being acquired pursuant to the Acquisition with limits, deductibles, and other terms not inconsistent with the quote provided to the Administrative Agent prior to November 20, 2014 and (ii) an endorsement with respect to such insurance policy naming the Administrative Agent as additional insured, as its interests may appear.

(h) Closing Certificates . The Administrative Agent shall have received for each Loan Party a certificate (A) certifying that the articles of incorporation or other organizational documents, as applicable, of each Loan Party that were delivered on the Closing Date (or later date, as applicable) remain true and complete as of the Third Amendment Effective Date (or certified updates as applicable), (B) certifying that the bylaws, operating agreements or partnership agreements of each Loan Party that were delivered on the Closing Date (or later date, as applicable) remain true and correct and in force and effect as of the Third Amendment Effective Date (or certified updates as applicable), (C) attaching copies of the resolutions of the board of directors or comparable managing body of each Loan Party approving and adopting this Third

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Amendment, the transactions contemplated herein and authorizing execution and delivery hereof, and certifying such resolutions to be true and correct and in force and effect as of the Third Amendment Effective Date, (D) attaching certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization, and (E) certifying that each officer listed in the incumbency certification contained in each Loan Party’s secretary’s certificate, delivered on the Closing Date (or later date, as applicable) remains a duly elected and qualified officer of such Loan Party and such officer remains duly authorized to execute and deliver on behalf of such Loan Party the Third Amendment or attaching a new incumbency certificate for each officer signing this Third Amendment.

(i) Patriot Act . The Incremental Facility Lenders shall have received the documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and requested at least five (5) Business Days prior to the Third Amendment Effective Date.

(j) Legal Opinion . The Administrative Agent shall have received, in form and substance reasonably acceptable to the Administrative Agent, the legal opinion of (i) Cleary Gottlieb Steen & Hamilton LLP, New York counsel to Holdings, the Borrower and the Restricted Subsidiaries and (ii) local counsel in Delaware and Illinois. Such legal opinions (A) shall cover such matters incident to the Transactions as the Administrative Agent may reasonably require to the extent such opinions are customary for transactions of the type contemplated by this Third Amendment and (B) shall be addressed to the Administrative Agent, the Issuing Bank and the Lenders (including the Incremental Term Lenders).

(k) Equity Contribution . The Borrower shall have received, directly or indirectly, from New Media Investment Group Inc. cash in an amount sufficient, together with proceeds from the Third Amendment Incremental Term Loan, to consummate the Acquisition.

(l) Representations and Warranties . The accuracy and completeness in all material respects (unless already qualified by materiality) of the representations and warranties set forth in Section 4.2 below.

(m) Searches; Payoff Letters . The Administrative Agent shall have received (i) the results of a recent Uniform Commercial Code, tax, judgment lien, and intellectual property search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Acquired Business in form and substance reasonably satisfactory to the Administrative Agent, (ii) a duly executed pay-off letter from each of the holders of the Funded Indebtedness (as defined in the Acquisition Agreement), in form and substance reasonably satisfactory to the Administrative Agent, (A) certifying that the aggregate amount required to be paid to fully satisfy all such Funded Indebtedness that will be outstanding as of the Third Amendment Effective Date, (B) certifying that all

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such Funded Indebtedness owing to such holder shall have been fully paid upon the receipt by such holder of funds pursuant to Section 3.3(a) of the Acquisition Agreement and (C) authorizing the release and discharge in full of all liens and other security over the properties and assets of the Acquired Business securing all such obligations and all guarantees granted by the Acquired Business, without any recourse or warranty and (iii) a duly executed letter agreement from each of the holders under the Advantage Debt Documents (as defined below), in form and substance reasonably satisfactory to the Administrative Agent.

ARTICLE IV

MISCELLANEOUS

4.1 Amended Terms . On and after the Third 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 Third 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.

4.2 Representations and Warranties of the Loan Parties . Each of (i) the Specified Representations made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that any such representation and warranty specifically relate to an earlier date, in which case such representations and warranties shall have been 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 representations and warranties that already are qualified or modified by materiality in the text thereof and (ii) the representations and warranties regarding the Acquired Business in the Acquisition Agreement as are material to the interests of the Administrative Agent, the Incremental Term Lenders and the Revolving Credit Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate the Borrower’s or the Borrower’s Affiliates’ obligations under the Acquisition Agreement (or the right not to consummate the Acquisition pursuant to the Acquisition Agreement) as a result of a failure of such representations and warranties to be true and correct, are true and correct in all material respects on and as of the date hereof; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

4.3 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.

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

4.5 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,

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execution and delivery of this Third Amendment, including without limitation the reasonable and documented fees and expenses of the Administrative Agent’s legal counsel.

4.6 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 Third Amendment.

4.7 Entirety . This Third 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.

4.8 Counterparts; Telecopy . This Third 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 Third Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.

4.9 GOVERNING LAW . THIS THIRD 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).

4.10 Successors and Assigns . This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

4.11 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 .

4.12 Assumed Debt Covenant . With respect to any Indebtedness assumed by the Credit Parties and their Subsidiaries in connection with the Acquisition under (a) that certain Consolidated Amended and Restated Credit Agreement dated January 6, 2012 among Halifax Media Group, LLC, Advantage Capital Community Development Fund XXVIII, L.L.C., a Delaware limited liability company (as successor by merger to Advantage Capital Community Development Fund XXX, L.L.C., a Delaware limited liability company), and Florida Community Development Fund II, L.L.C., a Delaware limited liability company, as amended or modified prior to the date hereof, and (b) that certain Credit Agreement dated June 18, 2013 between Halifax Alabama, LLC and Southeast Community Development Fund V, L.L.C, as amended or modified prior to the date hereof (together with all loan documents executed in connection therewith or related thereto, the “ Advantage Debt Documents ”), (i) no Advantage Debt Document shall be amended, restated, supplemented or otherwise modified on or after the Third Amendment Effective Date in any manner that would adversely impact the Lenders in any material respect unless such amendment, restatement, supplement or other modification has been approved in writing by the Administrative Agent in its reasonable discretion, (ii) the Credit Parties shall take such actions as are necessary or otherwise reasonably required by the Administrative Agent to insure that (A) each obligor under the Advantage Debt Documents is a

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Credit Party and (B) the Advantage Debt Documents are secured only by Liens on a portion of the Collateral (including the assets acquired in the Acquisition) and that such Liens are second in priority to the first priority perfected Liens of the Administrative Agent under the Loan Documents and (iii) within forty-five (45) days after the Third Amendment Effective Date (or such extended period of time as agreed to by the Administrative Agent in its sole discretion), the Advantage Debt Documents (as amended, restated, supplemented or otherwise modified) shall become subject to an intercreditor and subordination agreement among the lenders thereunder and the Administrative Agent, which agreement shall be in form and substance reasonably satisfactory to the Administrative Agent.

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

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NEW MEDIA HOLDINGS II LLC

THIRD AMENDMENT TO CREDIT AGREEMENT

NEW MEDIA HOLDINGS II LLC

THIRD AMENDMENT TO CREDIT AGREEMENT

NEW MEDIA HOLDINGS II LLC

THIRD AMENDMENT TO CREDIT AGREEMENT

NEW MEDIA HOLDINGS II LLC

THIRD AMENDMENT TO CREDIT AGREEMENT

Annex A

Amended Credit Agreement

$ 250,000,000 402,000,000

CREDIT AGREEMENT

among

NEW MEDIA HOLDINGS I LLC,

as Holdings,

NEW MEDIA HOLDINGS II LLC,

as the Borrower,

The Several Lenders

from Time to Time Parties Hereto,

RBS CITIZENS, N.A.

and

CREDIT SUISSE SECURITIES (USA) LLC

as Joint Lead Arrangers and Joint Bookrunners,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Syndication Agent,

and

CITIZENS BANK OF PENNSYLVANIA,

as Administrative Agent

Dated as of June 4, 2014

As amended by that certain letter agreement dated as of July 17, 2014 and 2014, that certain First Amendment dated as of September 3, 2014 and 2014, that certain Second Amendment dated as of November 20, 2014 and that certain Third Amendment dated as of January 9, 2015

TABLE OF CONTENTS

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CREDIT AGREEMENT, dated as of June 4, 2014 among New Media Holdings I LLC, a Delaware limited liability company (“ Holdings ”), New Media Holdings II LLC, a Delaware limited liability company (“ the Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), RBS Citizens, N.A. and Credit Suisse Securities (USA) LLC, as joint lead arrangers (in such capacity, the “ Arrangers ”) and joint bookrunners, Credit Suisse AG, Cayman Islands Branch, as syndication agent (in such capacity, the “ Syndication Agent ”), and CITIZENS BANK OF PENNSYLVANIA, as administrative agent (in such capacity, together with any successor appointed in accordance with Section 8.9, the “ Administrative Agent ”).

W I T N E S S E T H :

WHEREAS, the Borrower has requested the Lenders to extend credit in the form of (i) Initial Term Loans in an aggregate principal amount of $200,000,000, (ii) First Amendment Incremental Term Loans in an aggregate principal amount of $ 25,000,000 and (iii 25,000,000, (iii) Third Amendment Incremental Term Loans in an aggregate principal amount as of the Third Amendment Effective Date of $102,000,000 and (iv )  Revolving Credit Commitments in an initial aggregate principal amount of $25,000,000 (which may be used for the issuance of one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time) , which Revolving Credit Commitments shall be increased to $75,000,000 as of the Third Amendment Effective Date by an Incremental Revolving Credit Commitment of $50,000,000 (such increase, the “Third Amendment Incremental Revolver Increase” and the Revolving Credit Loans made thereunder, the “Third Amendment Incremental Revolving Credit Loans”) and which Third Amendment Incremental Revolving Credit Loans may be converted to Third Amendment Incremental Term Loans in accordance with the terms of Section 2.27 hereof ;

WHEREAS, the proceeds of the Initial Term Loans extended by the Lenders hereunder on the Closing Date are to be used (i) to repay in full all amounts outstanding under, and termination of the commitments with respect to, the Existing Credit Facilities (the “ Refinancing ”), (ii) to pay the Transaction Expenses and (iii) for working capital and other general business purposes of the Borrower and its Subsidiaries;

WHEREAS, amounts available under the Revolving Credit Facility will be used (A) to provide for the ongoing working capital requirements of the Borrower and its Subsidiaries, (B) for capital expenditures, Permitted Acquisitions and permitted Investments, (C) for general corporate purposes and (D) for the issuance of (or to provide credit support for) letters of credit;

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ 2014 Quarterly Excess Cash Flow ” has the meaning set forth in Section 2.26(a).

“ Account ” means an account (as that term is defined in the UCC).

“ Accounting Change ” has the meaning set forth in Section 9.16.

“ Acquisition ” means, as to any Person, the acquisition by such Person of (a) a majority of the Capital Stock of any other Person or (b) all or a substantial portion of the Property of any other Person.

“ Additional Lender ” means, at any time, any bank, other financial institution or institutional lender or investor that, in any case, is not an existing Lender and that agrees to provide any portion of any (a) Incremental Revolving Credit Commitment or Incremental Loan in accordance with Section 2.25 or (b) Replacement Loans pursuant to Section 9.1; provided that each Additional Lender shall be subject to the approval of the Administrative Agent, such approval not to be unreasonably withheld or delayed, to the extent that any such consent would be required from the Administrative Agent under Section 9.6(c) for an assignment of Loans to such Additional Lender, and in the case of Incremental Revolving Credit Commitments with respect to the Revolving Credit Facility, the Swing Line Lender and Issuing Bank, solely to the extent such consent would be required for any assignment to such Additional Lender.

“ Administrative Agent ” has the meaning set forth in the preamble hereto.

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Notwithstanding anything to the contrary set forth herein, neither the Administrative Agent nor any Lender shall be deemed to be an Affiliate of any Loan Party solely by virtue of being a party hereto or complying with the terms and provisions of the Loan Documents.

“ Affiliated Lender ” means the Sponsor or any Affiliate of the Sponsor other than (a) Holdings, the Borrower or any Subsidiary of the Borrower, (b) any Debt Investment Affiliate and (c) any natural person.

“ Affiliated Lender Assignment and Assumption ” has the meaning set forth in Section 9.6(g)(v).

“ Affiliated Lender Cap ” has the meaning set forth in Section 9.6(g)(ii).

“ Agents ” means the collective reference to the Syndication Agent and the Administrative Agent.

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“ Aggregate Amounts Due ” has the meaning set forth in Section 2.16.

“ Agreement ” means this Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“ All-In Yield ” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, a Eurodollar Rate or Base Rate floor (solely with respect to Section 2.24, in the case of any Incremental Term Loan solely to the extent greater than 1.00% or 2.00%, respectively (with such increased amount being equated to interest margins for purposes of determining any increase to the Applicable Margin under any Facility), or otherwise incurred or payable by the Borrower generally to all the lenders of such Indebtedness; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided , further , that “All-In Yield” shall not include arrangement fees, structuring fees, commitment fees, underwriting fees and similar fees (regardless of whether paid in whole or in part to any or all lenders) or other fees not paid generally to all lenders of such Indebtedness or, if applicable, ticking fees accruing prior to the funding of such Indebtedness or consent fees for an amendment paid generally to consenting lenders.

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

“ Annual Excess Cash Flow ” has the meaning set forth in Section 2.10(c).

“ Applicable Margin ” means a percentage per annum equal to:

            (a) with respect to Initial Term Loans, (x) 6.25% for Eurodollar Rate Loans and (y) 5.25% for Base Rate Loans;

            (b) with respect to First Amendment Incremental Term Loans, (x) 6.25% for Eurodollar Rate Loans and (y) 5.25% for Base Rate Loans; and

             (c) with respect to Third Amendment Incremental Term Loans, (x) 6.25% for Eurodollar Rate Loans and (y) 5.25% for Base Rate Loans; and

             (d) (c)  with respect to Revolving Credit Loans and Letter of Credit fees (i) until delivery of financial statements for the first full fiscal quarter ending after the Closing Date pursuant to Section 5.1, (x) 5.25% for Eurodollar Rate Loans and Letter of Credit fees and (y) 4.25% for Base Rate Loans, and (ii) thereafter, the following percentages per annum, based upon the Total Leverage Ratio as specified in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.2(a):

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Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.2(a); provided that “Pricing Level 1” (as set forth above) shall apply as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply). In the event that any Compliance Certificate delivered pursuant to Section 5.2 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “ Applicable Period ”) than the Applicable Margin applied for such Applicable Period, the Borrower shall promptly (a) deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (b) determine the Applicable Margin for such Applicable Period based on the corrected Compliance Certificate, and (c) promptly and in any event, within 3 Business Days, pay to the Administrative Agent for the benefit of the Lenders the accrued additional interest and other fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly distributed by the Administrative Agent to the Lenders entitled thereto. The Applicable Margin for any other Class of Loans shall be as set forth in the applicable Extension Amendment or Incremental Amendment.

“ Arrangers ” has the meaning set forth in the preamble hereto.

“ Asset Sale ” means any Disposition of Property or series of substantially related Dispositions of Property which yields gross proceeds to any NM Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $1,000,000, other than (i) transfers to the Borrower or any Guarantor, or from a Restricted Subsidiary that is not a Guarantor to another Restricted Subsidiary that is not a Guarantor, (ii) inventory (or other assets) sold, leased or licensed in the ordinary course of business (excluding any such sales, leases or licenses by operations or divisions discontinued or to be discontinued) and (iii) dispositions of Investments or other assets and dispositions or compromises of loans or other receivables, in each case, in connection with the workout, compromise, settlement or collection thereof or exercise of remedies with respect thereto, in the ordinary course of business or in bankruptcy, foreclosure or similar proceedings.

“ Asset Sale Threshold Amount ” has the meaning set forth in Section 2.10(b).

“ Assignee ” has the meaning set forth in Section 9.6(c).

“ Assignment and Acceptance ” has the meaning set forth in Section 9.6(c).

“ Assignor ” has the meaning set forth in Section 9.6(c).

“ Available Amount ” means, on any date, an amount equal to:

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(a) the sum of: (i) $15,000,000 plus (ii) the Available ECF Amount on such date, plus (iii) the cumulative proceeds from (A) any capital contribution to Holdings made on or prior to such date (but after the Closing Date) (other than (1) capital contributions utilized contemporaneously upon receipt thereof to finance capital expenditures or to make Restricted Payments pursuant to Section 6.6(h) and (2) in connection with any Cure Right) and designated as being applied to increase the Available Amount or (B) any public equity offerings of New Media (to the extent contributed to Holdings and other than (1) to the extent utilized contemporaneously upon receipt thereof to finance capital expenditures or to make Restricted Payments pursuant to Section 6.6(g) or Section 6.6(h) and (2) in connection with any Cure Right) made on or prior to such date (but after the Closing Date) and designated as being applied to increase the Available Amount; minus

(b) the aggregate amount of (i) Restricted Payments made prior to such date (but after the Closing Date) pursuant to Section 6.6(k) and (ii) Investments made prior to such date (but after the Closing Date) pursuant to Section 6.7(w).

“ Available ECF Amount ” means, on any date, an amount equal to (i) 100% minus the ECF Percentage multiplied by (ii) the 2014 Quarterly Excess Cash Flow, the Quarterly Excess Cash Flow or the Annual Excess Cash Flow, as the case may be; provided that such calculation shall not include any Excess Cash Flow accumulated prior to the Closing Date; provided further that (i) any unused Available ECF Amount in any fiscal quarter or fiscal year may be carried forward and utilized in the next three succeeding fiscal quarters (subject to a cap of $20,000,000 in the aggregate for any carry forward amounts for the fiscal quarters ended September 28, 2014 and December 28, 2014) and (ii) any Restricted Payments or Investments made during any such succeeding fiscal quarter pursuant to Section 6.6(k) and 6.7(w), respectively, shall be deemed to be made first with respect to the Available Amount available for such fiscal quarter or fiscal year and then with respect to any carry forward amount to the extent applicable.

“ Available Incremental Amount ” has the meaning set forth in Section 2.24(d)(ii).

“ Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  ¹ ⁄ ₂ of 1% and (c) the Eurodollar Rate for an Interest Period of one month; provided , however , that notwithstanding the foregoing, the Base Rate with respect to Initial Term Loans and , First Amendment Incremental Term Loans and Third Amendment Incremental Term Loans shall at no time be less than 2.0% per annum. For purposes hereof: “ Prime Rate ” shall mean the prime lending rate as publicly announced by the Administrative Agent, as in effect from time to time; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ Base Rate Loans ” means Loans for which the applicable rate of interest is based on the Base Rate.

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“ Benefited Lender ” has the meaning set forth in Section 9.7(a).

“ Board ” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrower ” has the meaning set forth in the preamble.

“ Borrowing ” means a borrowing consisting of Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Rate Loans, having the same Interest Period.

“ Borrowing Date ” means any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“ Borrowing Notice ” means, with respect to any request for borrowing of Loans hereunder, a notice from the Borrower, substantially in the form of, and containing the information prescribed by, Exhibit A , delivered to the Administrative Agent.

“ Business Day ” means (a) for all purposes other than as covered by clause (b) below, any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or the State of Massachusetts or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (b) with respect to all notices, determinations, fundings and payments in connection with, and payments of principal and interest on, Eurodollar Rate Loans, any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in Dollar deposits in the interbank Eurodollar market.

“ Capital Lease ” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; provided that if at any time an operating lease (or a lease or other arrangement to use property that would be an operating lease under GAAP as in effect on the Closing Date) is required to be recharacterized (on a prospective or retroactive basis or otherwise) as a capital lease as a result of a change in GAAP after the Closing Date (including as a result of the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal), then for all purposes hereof such lease shall continue to be treated as an operating lease and not a Capital Lease.

“ Capital Lease Obligations ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capital Lease Obligations) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Borrower and the Restricted Subsidiaries.

“ Capital Stock ” means: (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (d) any other interest or participation that confers on a Person the right to receive a share of the

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profits and losses of, or distributions of assets of, the issuing Person but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Cash Collateral Account ” has the definition set forth in Section 2.10(e).

“ Cash Collateralize ” means, in respect of an Obligation, to provide and pledge (as a first priority perfected security interest) cash collateral (or, with respect to Letters of Credit outstanding at the time the aggregate Commitments are terminated and all other Obligations are paid in full (other than contingent obligations not yet due and payable), a backstop letter of credit reasonably acceptable to the Issuing Banks) in Dollars, at a location and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Issuing Bank (and “ Cash Collateralization ” has a corresponding meaning). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or Canadian government or issued by any agency thereof and backed by the full faith and credit of the United States or Canada, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of (x) the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000 as of the date of acquisition thereof; (c) commercial paper of an issuer rated (i) in the United States at least A-2 by S&P or P-2 by Moody’s as of the date of acquisition thereof or (ii) an equivalent thereof by any other nationally recognized rating agency as of the date of acquisition thereof, if both named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s as of the date of acquisition thereof; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; and (g) shares of money market mutual or similar funds which invest in assets substantially all of which satisfy the requirements of clauses (a) through (f) of this definition. With respect to any Investments made by any Foreign Subsidiary or any Investments made in a country outside of the United States, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (g) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses (or reasonably equivalent ratings from comparable foreign rating agencies) and (ii) other short-term investments used by such Foreign Subsidiaries in accordance with normal investment practices for cash management in

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investments reasonably analogous to the foregoing investments described in clauses (a) through (g) above and in this sentence.

“ Cash Management Bank ” means any Person that is (a) a Lender or an Affiliate of a Lender at the time it provides any Cash Management Services, whether or not such Person subsequently ceases to be a Lender or an Affiliate of a Lender or (b) a Lender or an Affiliate of a Lender on the Closing Date and the Cash Management Services were provided on or prior to the Closing Date, whether or not such Person subsequently ceases to be a Lender or an Affiliate of a Lender.

“ Cash Management Obligations ” means obligations owed by the Borrower or any Restricted Subsidiary to any Cash Management Bank in respect of or in connection with any Cash Management Services.

“ Cash Management Services ” means operating, collections, payroll, trust or other depository or disbursement accounts, including automated clearing house, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services and all other treasury and cash management services.

“ CFC ” means a controlled foreign corporation within in the meaning of Section 957(a) of the Code.

“ Change in Law ” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided , however , that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

“ Change of Control ” means (a)(i) any Person (other than a Permitted Holder), or (ii) Persons (other than one or more Permitted Holders) constituting a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 of the Exchange Act), directly or indirectly, of Equity Interests representing more than thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings Entity and the percentage of aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented by the Equity Interests of Holdings Entity beneficially owned,

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directly or indirectly, in the aggregate by the Permitted Holders, unless the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of any Holdings Entity (or a direct or indirect parent entity thereof) or otherwise control any Holdings Entity (or a direct or indirect parent entity thereof), directly or indirectly, by management, contract or otherwise (it being understood that the Management Agreement shall meet the foregoing control requirement), (b) New Media shall fail, directly or indirectly, to legally and beneficially own 100% of the Equity Interests of Holdings or (c) Holdings shall fail, directly or indirectly, to legally and beneficially own 100% of the Equity Interests of the Borrower.

“ Class ” means (a) when used with respect to Lenders, whether such Lenders have Loans or Commitments with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, whether such Commitments are Initial Term Commitments, Revolving Credit Commitments, Incremental Revolving Credit Commitments, Incremental Term Commitments, or Commitments in respect of any Class of Replacement Loans or a Class of Loans to be made pursuant to a given Extension Series not designated part of another existing Class and (c) when used with respect to Loans or a Borrowing, whether such Loans, or the Loans comprising such Borrowing, are Initial Term Loans, Revolving Credit Loans under the Initial Revolving Credit Facility, Incremental Term Loans, Replacement Loans, Extended Term Loans or Loans made pursuant to Extended Revolving Credit Commitments, in each case, not designated part of another existing Class. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have identical terms and conditions shall be construed to be in the same Class.

“ Closing Date ” means the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ” means all Property of the Loan Parties, now owned or hereafter acquired, identified in the granting clause of any Security Documents, other than Excluded Assets.

“ Collateral Agreement ” means a collective reference to (i) the Security Agreement, dated as of the Closing Date, made by the Loan Parties creating a security interest in favor of the Administrative Agent for the benefit of the Secured Parties, substantially in the form attached hereto as Exhibit B , together with any supplements or joinders thereto executed and delivered pursuant to Section 5.11 and (ii) any such other collateral or security agreement made in favor of the Administrative Agent for the benefit of the Secured Parties in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Commitment ” means, with respect to any Lender, a Revolving Credit Commitment, Incremental Revolving Credit Commitment, Initial Term Commitment, Incremental Term Commitment, Extended Revolving Credit Commitment of a given Extension Series, Extended Term Loan Commitment of a given Extension

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Series, or any commitment in respect of Replacement Loans, as the context may require.

“ Commitment Fee Rate ” means 0.50%  per annum .

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. §1 et. seq.), as amended from time to time and any successor statute.

“ Commonly Controlled Entity ” means an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“ Compliance Certificate ” means a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit C .

“ Consolidated Capital Expenditures ” means, for any period, the aggregate of all expenditures of Holdings, the Borrower and its Restricted Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of Holdings, the Borrower and its Restricted Subsidiaries; provided that Consolidated Capital Expenditures shall not include any (i) expenditures for replacements and substitutions for fixed assets, capital assets or equipment to the extent made with Net Cash Proceeds from Recovery Events invested pursuant to Section 2.10(b) or with Net Cash Proceeds from Asset Sales invested pursuant to Section 2.10(b), (ii) capital expenditures financed with the proceeds of equity contributions to Holdings solely to the extent such proceeds are utilized contemporaneously upon receipt thereof and are identified as such or (iii) Permitted Acquisitions.

“ Consolidated Current Assets ” means, as at any date of determination, the total assets of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents.

“ Consolidated Current Liabilities ” means, as at any date of determination, the total liabilities of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

“ Consolidated EBITDA ” means, with respect to Holdings, the Borrower, and its Restricted Subsidiaries during such period determined on a consolidated basis, Consolidated Net Income, plus , without duplication (to the extent deducted in calculating Consolidated Net Income):

(i) Consolidated Interest Expense for such period;

(ii) Consolidated Income Tax Expense for such period;

(iii) depreciation and amortization expense for such period;

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(iv) deferred financing costs;

(v) management fee incentive expense incurred and paid using common equity;

(vi) (A) restructuring and integration costs that are determined by the Borrower in good faith to be non-recurring, including, without limitation, operational initiatives, severance costs, relocation costs, costs associated with discontinued operations and costs associated with curtailments or modifications to pension and post-retirement employee benefit and (B) amounts charged in respect of discontinued operations or restructuring activities and losses from discontinued operations; provided that the aggregate amount of add backs for cash expenses made pursuant to this clause (vi) shall not exceed 12.5% of Consolidated EBITDA for such fiscal period, unless agreed upon by the Administrative Agent;

(vii) all other non-cash items (other than any such non-cash item to the extent it represents an accrual of or reserve for cash expenditures in any future period) including, without limitation, non-cash items arising from impairments of goodwill, intangibles and fixed assets, and changes in the values of the assets of any pension and post-retirement benefit plans;

(viii) fees, costs and expenses in connection with the Transactions;

(ix) fees, costs and expenses relating to contemplated or completed Acquisitions or Dispositions; provided that the aggregate amount of add backs for fees, costs and expenses made pursuant to this clause (ix) in connection with Acquisitions or Dispositions that are not actually consummated shall not exceed 5% of Consolidated EBITDA for such fiscal period;

(x) pro forma “run rate” cost savings, operating expense reductions and synergies related to Acquisitions that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 18 months after such Acquisition; provided that the aggregate amount of cost savings, operating expense reductions and synergies added pursuant to this clause (x) shall not exceed 10% of Consolidated EBITDA for such fiscal period, unless agreed upon by the Administrative Agent;

(xi) any non-cash expenses relating to any management equity plan or stock option plan or any other management or employee benefit plan or agreement;

(xii) out-of-pocket expenses or charges relating to any contemplated or completed offering of securities;

(xiii) non-cash losses from early extinguishments of Indebtedness of Holdings, the Borrower or any of its Restricted Subsidiaries;

(xiv) any extraordinary, unusual or non-recurring losses on sales of assets; and

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(xv) non-cash losses from Hedge Agreements of Holdings; the Borrower or any of its Restricted Subsidiaries;

minus the sum of the following to the extent included in calculating Consolidated Net Income, without duplication:

(i) any extraordinary, unusual or non-recurring gains on sales of assets;

(ii) gains from early extinguishment of Indebtedness;

(iii) non-cash charges previously added back to Consolidated Net Income in determining Consolidated EBITDA to the extent such non-cash charges have become cash charges during such period;

(iv) non-cash gains from Hedge Agreements of Holdings or any of its Subsidiaries; and

(v) any other non-recurring cash or non-cash gains during such period.

For the purposes of calculating Consolidated EBITDA under this Agreement for any period that includes the following fiscal quarters, (a) Consolidated EBITDA for the fiscal quarter ended March 30, 2014, shall be deemed to be $8,868,873, (b) Consolidated EBITDA for the fiscal quarter ended December 29, 2013, shall be deemed to be $34,051,000, (c) Consolidated EBITDA for the fiscal quarter ended September 29, 2013, shall be deemed to be $23,898,000, and (d) Consolidated EBITDA for the fiscal quarter ended June 30, 2013, shall be deemed to be $24,493,000.

“ Consolidated Income Tax Expense ” shall mean, for any period, the income tax expense of Holdings, the Borrower and its Restricted Subsidiaries (other than Excluded Subsidiaries) on a consolidated basis.

“ Consolidated Interest Expense ” means, with respect to any Person for any period, without duplication, the sum of:

(a) consolidated interest expense in respect of Indebtedness of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of obligations under Hedge Agreements or other derivative instruments pursuant to GAAP), (iv) the interest component of Capital Lease Obligations, (v) net payments, if any, made (less net payments, if any, received), pursuant to obligations under interest rate Hedge Agreements with respect to Indebtedness, and excluding (vi) any prepayment premium or penalty, (vii) annual agency fees paid to the administrative agents and collateral agents under any credit facilities or other debt instruments or document, (viii) costs associated with agreements in respect of obligations under Hedge Agreements and breakage costs in respect of agreements in respect of obligations under Hedge

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Agreements related to interest rates, (ix) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with the Transactions or any acquisition (or purchase of assets), (x) penalties and interest relating to taxes and any other financing fees related to the Transactions or any acquisition (or purchase of assets) after the Closing Date, (xi) any “additional interest” or “liquidated damages” with respect to any debt securities for failure to timely comply with registration rights obligations, (xii) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and discounted liabilities (other than accretion of OID and payment-in-kind of interest), (xiii) any amortization or expensing of bridge, arranging, structuring, commitment and other financing fees and (xiv) any accretion of accrued interest on discounted liabilities (other than accretion of OID and payment-in-kind of interest); plus

(b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(c) interest income of such Person and its Restricted Subsidiaries for such period.

For purposes of this definition, interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.

“ Consolidated Net Income ” means for any period, the consolidated net income (or loss) of Holdings, the Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided , that in calculating Consolidated Net Income of Holdings, the Borrower and the Restricted Subsidiaries for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with an NM Group Member or that Person’s assets are acquired by an NM Group Member, (b) the income (or deficit) of any Person (other than a Restricted Subsidiary of the Borrower or any Restricted Subsidiaries) in which any NM Group Member has an ownership interest, except to the extent that any such income is actually received by an NM Group Member in the form of dividends or similar distributions, (c) any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan and (d) to the extent not included in clauses (a) through (c) above, any net extraordinary gains or net extraordinary losses.

“ Consolidated Total Debt ” means, at any date, without duplication, the aggregate principal amount of all Funded Debt of the NM Group Members at such date, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Working Capital ” means, as at any date of determination, the excess of Consolidated Current Assets of Holdings, the Borrower and its Restricted Subsidiaries over Consolidated Current Liabilities of Holdings, the Borrower and its Restricted Subsidiaries.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any indenture, Mortgage, contract, agreement, instrument or other

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undertaking to which such Person is a party or by which it or any of its Property is bound or to which it or any of its Property is subject.

“ Controlled Investment Affiliate ” means, as to any Person, any other Person, other than the Sponsor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Borrower and/or other companies.

“Conversion Date” means the earlier of (i) the date which is five (5) Business Days following the Equity Contribution and (ii) January 30, 2015.

“Converted Term Loans” has the meaning set forth in Section 2.27.

“ Corrective Extension Amendment ” has the meaning set forth in Section 2.25(f).

“ Cure Amount ” has the meaning set forth in Section 7.3(a).

“ Cure Right ” has the meaning set forth in Section 7.3(a).

“ Currency Agreement ” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with the Borrower’s and its Subsidiaries’ operations and not for speculative purposes.

“ Declined Proceeds ” has the meaning set forth in Section 2.10(f).

“ Debt Investment Affiliate ” means any Affiliate of the Sponsor that is engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and/or similar debt securities in the ordinary course of its business (but shall not include any natural person or Holdings, the Borrower or any of the Restricted Subsidiaries).

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, composition, winding-up, dissolution, adjustment of debt, ad-ministration, judicial management, insolvency, reorganization, or similar debtor relief Laws of the United States or any state thereof or other applicable domestic or foreign jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Defaulting Lender ” means, subject to Section 2.22(c), any Lender that (a) has failed to fund any portion of the Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within two (2) Business Days of the date required to be funded by it hereunder, unless the subject of a good faith dispute (or a good faith dispute that is subsequently cured), (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder

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within two (2) Business Days of the date when due, unless the subject of a good faith dispute (or a good faith dispute that is subsequently cured), (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding or (d) has notified the Borrower and/or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement or provided any written notification to any Person to that effect with respect to its funding obligations hereunder; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“ Designated Non-Cash Consideration ” means the fair market value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 6.5(f) that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of or collection or payment on such Designated Non-Cash Consideration.

“ Designated Preferred Stock ” means Preferred Stock of the Borrower (other than Disqualified Stock) that is issued for cash (other than to the Borrower or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to a certificate of a Responsible Officer, on or promptly after the issuance date thereof, the cash proceeds of which are excluded from the calculation of the Available Amount.

“ Disposition ” means, with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer, exchange or other disposition thereof; and the terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Disqualified Institutions ” means the financial institutions and competitors specifically identified in writing to the Administrative Agent prior to April 22, 2014 as “Disqualified Lenders” and competitors that were not competitors on such date identified in writing to the Administrative Agent from time to time as “Disqualified Lenders”.

“ Disqualified Stock ” means that portion of any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the date that is six (6) months after the Latest Maturity Date.

“ Dollars ” and “ $ ” means dollars in lawful currency of the United States of America.

“ Domestic Subsidiary ” means any direct or indirect Subsidiary of the Borrower that is organized under the Laws of the United States, any state thereof or the District of Columbia (other than any such Subsidiary that is treated as a disregarded entity for United States

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Federal income tax purposes and substantially all of whose assets consist (directly or indirectly through disregarded entities) of the Equity Interests and/or Indebtedness of one or more CFCs).

“ ECF Percentage ” means a percentage equal to (i) if at any time the Total Leverage Ratio, calculated on a Pro Forma Basis, is greater than 3.00:1.00, 100%, (ii) if at any time the Total Leverage Ratio, calculated on a Pro Forma Basis, is less than or equal to 3.00:1.00 but greater than 2.75:1.00, 50%, (iii) if at any time the Total Leverage Ratio, calculated on a Pro Forma Basis, is less than or equal to 2.75:1.00 but greater than 2.50:1.00, 25% and (iv) if at any time the Total Leverage Ratio, calculated on a Pro Forma Basis, is less than or equal to 2.50:1.00, 0%.

“ Environmental Action ” shall mean any action, suit, notice, demand, demand letter, claim, lien, notice of noncompliance or violation or proceeding (“ Claims ”) relating in any way to any Environmental Law or any Environmental Permit including (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party relating to the release, alleged release, or threatened release of Hazardous Materials or arising from alleged injury or threat of injury to the environment, or to health or safety.

“ Environmental Law ” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on Holdings or its Subsidiaries, relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time.

“ Environmental Liabilities ” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any Remedial Action, or any Environmental Action.

“ Environmental Lien ” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“ Environmental Permits ” has the meaning set forth in Section 3.17.

“Equity Contribution” has the meaning set forth in Section 2.2(a)(ii).

“ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

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“ Eurodollar Rate Loans ” means Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“ Eurodollar Rate ” means, with respect to each day during each Interest Period pertaining to a Eurodollar Rate Loan, the offered rate for deposits of U.S. Dollars for a term coextensive with the designated Interest Period pertaining to a Eurodollar Rate Loan which the ICE Benchmark Administration (or any successor administrator of Eurodollar rates thereto if the ICE Benchmark Administration is no longer making a Eurodollar rate available) fixes as its Eurodollar rate as of 11:00 a.m. London time on the day which is two (2) London Banking Days prior to the beginning of such Interest Period pertaining to a Eurodollar Rate Loan as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time); provided that the Eurodollar Rate with respect to Term Loans will be deemed not to be less than 1.00% per annum. If for any reason the Administrative Agent cannot determine such offered rate fixed by the then current administrator of Eurodollar rates, then the “Eurodollar Rate” for such Interest Period shall be the average (rounded upward, if necessary, to the nearest 1/100th of 1%) of the rate per annum determined by the Administrative Agent to be the rate at which deposits in dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Borrowing being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks in the London interbank Eurodollar market at their request at approximately 11:00 a.m. London time on the day that is two (2) London Banking Days prior to the beginning of such Interest Period.

“ Eurodollar Reserve Requirements ” means at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board or other applicable banking regulator. Without limiting the effect of the foregoing, the Eurodollar Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Requirement.

“ Eurodollar Tranche ” means with respect to any Facility, the collective reference to Eurodollar Rate Loans in the same currency under such Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“ Event of Default ” means any of the events specified in Section 7, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

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“ Excess Cash Flow ” means with respect to Holdings, the Borrower and its Restricted Subsidiaries:

(a) Consolidated EBITDA, minus

(b) the sum of, without duplication:

(i) the cash portion of Consolidated Interest Expense paid during such period;

(ii) the cash portion of Consolidated Income Tax Expense paid during such period;

(iii) all scheduled principal payments made in respect of the Term Loans or Funded Debt (other than repayment of Revolving Credit Loans that do not result in a permanent reduction of the Revolving Credit Commitments) during such period;

(iv) the cash portion of Consolidated Capital Expenditures (net of any proceeds reinvested in accordance with Section 2.10(b) and any proceeds of related financings with respect to such expenditures) made during such period;

(v) the excess, if any, of Consolidated Working Capital at the end of such period over Consolidated Working Capital at the beginning of such period (or, if the difference results in an amount less than zero, minus the excess, if any, of Consolidated Working Capital at the beginning of such period over Consolidated Working Capital at the end of such period);

(vi) all cash expenses, fees, charges and amounts to the extent added back to Consolidated EBITDA (or its component definitions);

(vii) any gain realized from a Disposition subject to the right to reinvest contained in Section 2.10(b) to the extent included in Excess Cash Flow for the applicable period;

(viii) cash payments under Capital Leases (excluding any interest expense portion thereof) or other long-term obligations (including pension obligations);

(ix) cash expenditures in respect of obligations in respect of Hedge Agreements during such fiscal year to the extent not deducted in arriving at Consolidated EBITDA (or its component definitions);

(x) without duplication of amounts deducted from Excess Cash Flow pursuant to clause (xii) in prior periods, actual cash payments in respect of Permitted Acquisitions and Investments in joint ventures (except to the extent such Permitted Acquisitions or Investments were financed (1) with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facility) of the Borrower or any Restricted Subsidiary, (2) with cash on the balance sheet of the Borrower as of the

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Closing Date and less, in each case, any amounts received in respect thereof as a return of capital or (3) contemporaneously with the proceeds of equity contributions to Holdings);

(xi) any cash actually paid in respect of any non-cash losses or charges recorded in a prior period; and

(xii) the amount of Restricted Payments paid in cash during such period pursuant to Sections 6.6(c), 6.6(d), 6.6(f), 6.6(e), 6.6(j), 6.6(k) or 6.6(l) in respect of prior periods, except to the extent such Restricted Payments were financed with (A) the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facility) of the Borrower or any Restricted Subsidiary or (B) cash on the balance sheet of the Borrower as of the Closing Date.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Excluded Assets ” means (i) any fee-owned real property with a fair market value of less than $2,500,000, any leasehold rights and interests in real property (including landlord waivers, estoppels, collateral access letters and ground lease interests with respect to locations with collateral values below $2,500,000) and any fixtures affixed to any real property not subject to a Mortgage in favor of the Administrative Agent, (ii) motor vehicles, aircraft and other assets subject to certificates of title or ownership to the extent that a security interest therein cannot be perfected solely by filing a UCC (or similar) financing statement, (iii) letters of credit and letter of credit rights, except (A) to the extent constituting supporting obligations for other Collateral as to which perfection of the security interest in such other Collateral is accomplished solely by the filing of a UCC financing statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement) or (B) having a value greater than $1,000,000, (iv) commercial tort claims where the amount of damages claimed by the applicable Loan Party is less than $1,000,000, (v) any governmental licenses or state or local franchises, charters and authorizations to the extent that the Administrative Agent may not validly possess a security interest therein under applicable Laws (including, without limitation, rules and regulations of any Governmental Authority or agency) or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization, other than to the extent such prohibition, limitation or restriction is ineffective under the UCC or other applicable Laws, (vi) any lease, license, franchise, charter, authorization, contract or agreement to which any Loan Party is a party, and any of its rights or interest thereunder (but not the cash proceeds thereof), if and to the extent the pledge thereof or the security interest therein (A) is prohibited by a term, provision or condition of any such lease, franchise, charter, authorization, contract or agreement or Organizational Document existing on the Closing Date (or at the time such Person becomes a Subsidiary (and not created in contemplation thereof)) or (B) is prohibited by any Requirement of Law (other than to the extent such prohibition is rendered ineffective under the UCC) or, in the case of either (A) or (B), would require consent, approval, license or authorization (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Laws) by any Governmental Authority or other third party or would give rise to a termination right pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws) or (C) is

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prohibited by a term, provision or condition of any such license, (vii) Margin Stock, Equity Interests in any Person other than Material Subsidiaries, (viii) any lease, license or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money or similar arrangement or create a right of termination in favor of any other party thereto, in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Laws, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Laws notwithstanding such prohibition, (ix) any (A) “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the Lanham Act, or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the Lanham Act, (B) Intellectual Property or licenses thereof if the grant of such security interest would constitute or result in the abandonment of, loss of, invalidation of, voiding or rendering unenforceable any of its right, title or interest therein (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Laws) and (C) any assets titled outside the U.S., including any intellectual property registered or applied for in any non-U.S. jurisdiction, with respect to which actions in any non-U.S. jurisdiction are needed or required by the laws of any non-U.S. jurisdiction to create or perfect any security interest therein (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (x) particular assets if and for so long as, in the reasonable judgment of the Administrative Agent in consultation with the Borrower, the cost of creating, perfecting or maintaining such pledges or security interest in such assets or obtaining title insurance, surveys, abstracts or appraisals in respect of such assets exceed the fair market value (as determined by the Administrative Agent in its reasonable judgment) thereof or the practical benefits to be obtained by the Lenders therefrom, (xi) voting Equity Interests constituting an amount greater than 65% of the voting Equity Interests of any Foreign Subsidiary that is a CFC (but for the avoidance of doubt, 75% of any non-voting Equity Interests will not be Excluded Assets by reason of this clause (xi)), (xii) Equity Interests in any joint venture or any non-wholly owned Restricted Subsidiaries but only to the extent (x) the pledge thereof to the Administrative Agent is not permitted by the terms of such Person’s joint venture documents or Organizational Documents or (y) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Loan Parties or such Restricted Subsidiary, (xiii) Equity Interests or other assets that are held directly (or through entities that are treated as partnerships or disregarded entities for U.S. federal tax purposes) by a Foreign Subsidiary that is a CFC, (xiv) intercompany loans, Indebtedness or receivables owed by any CFC or any Foreign Subsidiary referred to in clause (xi) above and (xv) assets, if and to the extent that a security interest in such asset requires a consent of any Governmental Authority or any third party that has not been obtained, except to the extent such consent is rendered ineffective under the UCC; provided that (i) perfection by “control” shall not be required with respect to any Collateral (other than (x) in respect of certificated Collateral and (y) in respect of physical instruments with a face amount in excess of $1,000,000), (ii) control agreements shall not be required in respect of any deposit accounts, securities accounts, commodities accounts and other bank accounts with an average balance over 30 days below $2,000,000; provided , however,

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the aggregate average balance over any 30 day period for all such accounts shall not exceed $6,000,000 (with standard carve-outs for payroll accounts, benefits, withholding tax, escrow, customs or other zero balance accounts or other fiduciary accounts or for accounts which constitute Liens permitted pursuant to Section 6.3 securing Indebtedness permitted pursuant to Section 6.2), and (iii) no Loan Party shall be required to deliver landlord lien waivers, estoppels or collateral access letters with respect to locations with collateral values below $2,500,000.

“ Excluded Contribution ” means net cash proceeds or marketable securities received by the Borrower from contributions to its common equity capital designated as Excluded Contributions pursuant to an officers’ certificate on the date such capital contributions are made.

“ Excluded Subsidiary ” means (a) subject to the provisions of Section 5.11(e), any Non-Wholly Owned Subsidiary, (b) any Foreign Subsidiary (and any Subsidiary of such Foreign Subsidiary that is disregarded thereof, or treated as a partnership, for U.S. federal tax purposes), (c) any Domestic Subsidiary that is a Subsidiary of a CFC, (d) any Subsidiary that is prohibited or restricted by (i) any Contractual Obligation (including pursuant to Organizational Documents but only to the extent existing prior to the Closing Date) or (ii) Requirement of Law from providing a guaranty or pledging its assets, or if such guarantee or pledge would require governmental (including regulatory) or third party consent, approval, license or authorization, (e) subject to the provisions of Section 5.11(e), any Subsidiary that is not a Material Subsidiary and (f) any Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the burden or cost of providing the guaranty shall outweigh the benefits to be obtained by the Lenders therefrom.

“ Excluded Swap Obligation ” means, with respect to any Loan Party, any obligation (a “ Swap Obligation ”) to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act, if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act) at the time the guaranty of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest becomes illegal.

“ Excluded Taxes ” means, with respect to each Agent and each Lender, (a) any tax on such Agent or Lender’s net income or profits (or franchise tax in lieu of such tax on net income or profits) imposed by a jurisdiction as a result of such Agent or Lender being organized or having its principal office or applicable Lending Office located in such jurisdiction or as a result of any other present or former connection between such Agent or Lender and the jurisdiction (including as a result of such Agent or Lender carrying on a trade or business, having

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a permanent establishment or being a resident for tax purposes in such jurisdiction, other than a connection arising solely from such Agent or Lender having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to the Loan Documents), (b) any branch profits tax under Section 884(a) of the Code, or any similar tax, imposed by any other jurisdiction described in clause (a), (c) any U.S. federal withholding tax that is imposed on amounts payable to a Foreign Lender pursuant to a Law in effect at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) (or where the Foreign Lender is a partnership for U.S. federal income tax purposes, pursuant to a law in effect on the later of the date on which such Foreign Lender becomes a party hereto or the date on which the affected partner becomes a partner of such Foreign Lender), except, in the case of a Foreign Lender that designates a new Lending Office or is an assignee, to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts from a Loan Party with respect to such U.S. federal withholding tax pursuant to Section 2.18, (d) any withholding tax attributable to a Lender’s failure to comply with Section 2.18(d), (e) any withholding tax imposed under FATCA, (f) any Taxes that are attributable to a Lender’s or Agent’s gross negligence or willful misconduct and (g) any interest, additions to taxes and penalties with respect to any taxes described in clauses (a) through (f) of this definition.

“ Existing Credit Facilities ” means, collectively, the (i) Revolving Credit, Term Loan and Security Agreement dated as of November 26, 2013, among GateHouse Media Intermediate Holdco, LLC, the additional borrowers named therein, the guarantors named therein, PNC Bank, National Association, as administrative agent, Crystal Financial LLC, as term loan B agent, and the lenders and other parties thereto, (ii) the Term Loan and Security Agreement dated as of November 26, 2013, among GateHouse Media Intermediate Holdco, LLC, the guarantors named therein and Mutual Quest Fund as lender and (iii) the Credit Agreement dated as of September 3, 2013, among Local Media Group, Inc., Local Media Group Holdings LLC, the subsidiary borrowers named therein, Capital One Business Credit Corp. as administrative agent and collateral agent, and the lenders and other parties thereto, as amended by Amendment No. 1 on October 17, 2013 and by Amendment No. 2 on February 28, 2014.

“ Existing Revolving Credit Class ” has the meaning specified in Section 2.25(b).

“ Existing Term Loan Class ” has the meaning specified in Section 2.25(a).

“ Extended Revolving Credit Commitments ” has the meaning specified in Section 2.25(b).

“ Extended Term Loan ” has the meaning specified in Section 2.25(a).

“ Extending Lender ” means an Extending Revolving Credit Lender or an Extending Term Lender, as the case may be.

“ Extending Revolving Credit Lender ” has the meaning specified in Section 2.25(c).

“ Extending Term Lender ” has the meaning specified in Section 2.25(c).

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“ Extension Amendment ” has the meaning specified in Section 2.25(d).

“ Extension Election ” has the meaning specified in Section 2.25(c).

“ Extension Request ” means any Term Loan Extension Request or any Revolving Credit Extension Request, as the case may be.

“ Extension Series ” means any Term Loan Extension Series or a Revolving Credit Extension Series, as the case may be.

“ Facility ” means the Initial Term Loans, the Revolving Credit Facility, a given Extension Series of Extended Revolving Credit Commitments, a given Extension Series of Extended Term Loans, a given Class of Incremental Term Loans, a given Class of Incremental Revolving Credit Commitments or a given Class of Replacement Loans, as the context may require.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Funds Effective Rate ” means for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided , (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“ First Amendment ” means that certain First Amendment to Credit Agreement dated as of September 3, 2014, by and among Holdings, the Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.

“ First Amendment Effective Date ” means September 3, 2014.

“ First Amendment Incremental Term Commitment ” means, as to each Term Loan Lender, its obligation (if applicable) to make a First Amendment Incremental Term Loan to the Borrower pursuant to Section 2.1(a)(ii) in an aggregate amount not to exceed the amount specified opposite such Lender’s name on Schedule 2.1 under the caption “First Amendment Incremental Term Commitment” or in the Assignment and Acceptance (or Affiliated Lender Assignment and Assumption) pursuant to which such Term Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including pursuant to Section 2.24 or Section 2.25). The aggregate amount of the

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First Amendment Incremental Term Commitments as of the First Amendment Effective Date is $25,000,000.

“ First Amendment Incremental Term Loans ” means the term loans made by the Lenders on the First Amendment Effective Date to the Borrower pursuant to Section 2.1(a)(ii); it being understood that except as set forth in the First Amendment and in this Agreement, the First Amendment Incremental Term Loans shall be of the same Class as the Initial Term Loans, shall have identical terms as the Initial Term Loans and shall otherwise be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of this Agreement and the other Loan Documents.

“ Foreign Asset Sale ” has the meaning set forth in Section 2.10(g).

“ Foreign Lender ” means a Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code.

“ Foreign Recovery Event ” has the meaning set forth in Section 2.10(g).

“ Foreign Subsidiary ” means any direct or indirect Subsidiary of the Borrower that is not a Domestic Subsidiary.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to Non-Defaulting Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s pro rata share of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to Non-Defaulting Lenders or Cash Collateralized in accordance with the terms hereof.

“ Fund ” means any Person (other than a natural person) that is primarily engaged in marking, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ Funded Debt ” means, with respect to any Person, (a) all Indebtedness of such Person of the types described in clauses (a), (c), (e) and (h) (solely with respect to Guarantee Obligations in respect of obligations of the kind referred to in clauses (a), (c) and (e) of the definition of “Indebtedness”) of the definition of “Indebtedness” that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date and (b) unreimbursed drawings under Letters of Credit, but excluding bank guarantees and similar instruments and revolving credit lines (including the Revolving Credit Facility), to the extent undrawn.

“ Funding Office ” means the office specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

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“ GAAP ” means generally accepted accounting principles in the United States of America as in effect from time to time.

“ Governmental Authority ” means any federal, state, provincial, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“ Grantor ” means, collectively, Holdings, the Borrower and the Subsidiary Guarantors, together with any other Person that grants a Lien on any of its Property to secure the obligations and liabilities of any Loan Party under any Loan Document.

“ Guarantee Agreement ” means collectively, (i) the Guarantee Agreement dated as of the Closing Date made by each of the signatories thereto, in favor of the Administrative Agent for the benefit of the Secured Parties and governed by the Laws of the State of New York, substantially in the form attached hereto as Exhibit D , together with any supplements or joinders thereto executed and delivered pursuant to Section 5.11 and (ii) any such other guarantee made in favor of the Administrative Agent for the benefit of the Secured Parties in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Guarantee Obligation ” means, as to any Person (the “ guaranteeing person ”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include (i) endorsements of instruments for deposit or collection in the ordinary course of business, indemnification obligations incurred in the ordinary course of business or obligations in respect of indemnification, purchase price adjustments and earnouts incurred in connection with Permitted Acquisitions and Dispositions permitted under Section 6.5 and (ii) with respect to any Loan Party, Excluded Swap Obligations of such Loan Party. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such

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Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“ Guarantors ” means, collectively, Holdings and the Subsidiary Guarantors, together with any other Subsidiary of Holdings or the Borrower or any direct or indirect parent of Holdings added as a Guarantor at the election of the Borrower or pursuant to Section 5.11 (other than any Excluded Subsidiary).

“ Guaranty ” means the guaranty of each Guarantor pursuant to the Guarantee Agreements.

“ Hazardous Materials ” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

“ Hedge Agreements ” means all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the Borrower or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

“ Historical Financial Statements ” means (i) (A) the audited financial statements of New Media and its Subsidiaries for the immediately preceding fiscal year, consisting of balance sheets and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for such fiscal year, (B) the audited financial statements of GateHouse Media, LLC and its Subsidiaries for the fiscal year ended December 30, 2012, consisting of balance sheets and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for such fiscal year and (C) the audited financial statements of Dow Jones Local Media Group, Inc. and its Subsidiaries for the fiscal years ended June 30, 2013 and June 30, 2012, consisting of balance sheets and the related consolidated statements of operations, comprehensive income, equity and cash flows for such fiscal year and (ii) the unaudited financial statements of Holdings and its Subsidiaries as of the most recent fiscal quarter ended after the date of the most recent audited financial statements described in clause (i) of this definition, consisting of a balance sheet and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for the three-, six- or nine-month period, as applicable, ending on such date, and, in the case of clauses (i) and (ii), certified by a Responsible Officer that they fairly present, in all

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material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“ Holdings ” has the meaning set forth in the preamble.

“ Holdings Entity ” means any of the following Persons: Holdings and its direct Subsidiary, if any, on the Closing Date that is not the Borrower.

“ Immaterial Subsidiaries ” means the Restricted Subsidiaries of the Borrower that are not Material Subsidiaries.

“ Immediate Family Members ” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“ Incremental Amendment ” has the meaning set forth in Section 2.24(f).

“ Incremental Commitments ” has the meaning set forth in Section 2.24(a).

“ Incremental Facility Closing Date ” has the meaning set forth in Section 2.24(d).

“ Incremental Lenders ” has the meaning set forth in Section 2.24(c).

“ Incremental Loan ” has the meaning set forth in Section 2.24(b).

“ Incremental Loan Request ” has the meaning set forth in Section 2.24(a).

“ Incremental Revolving Credit Commitments ” has the meaning set forth in Section 2.24(a).

“ Incremental Revolving Credit Lender ” has the meaning set forth in Section 2.24(c).

“ Incremental Term Commitment ” has the meaning set forth in Section 2.24(a) and shall include the First Amendment Incremental Term Loan Commitment and the Third Amendment Incremental Term Loan Commitment.

“ Incremental Term Lender ” has the meaning set forth in Section 2.24(c).

“ Incremental Term Loan Loans ” has the meaning set forth in Section 2.24(b) and shall include the First Amendment Incremental Term Loan Loans and the Third Amendment Incremental Term Loans .

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“ Indebtedness ” means, of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than (i) accounts payable and accrued expenses incurred in the ordinary course of such Person’s business, (ii) purchase price adjustment, earn-outs, holdbacks and contingent payment obligations to which the seller of such Property or services may become entitled; provided that, to the extent such payment is fixed and determinable and not otherwise contingent, the amount is paid within 90 days after the date such payment becomes fixed and determinable and not otherwise contingent and (iii) obligations incurred under ERISA or deferred employee or director compensation and accruals for employee expenses or obligations (including workers’ compensation and retiree medical care)), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person, (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit, surety bond or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Disqualified Stock of such Person; provided that, the obligations described in clauses (a) through (g) shall only constitute “Indebtedness” of a Person if and to the extent such obligations would constitute indebtedness or a liability on a balance sheet of such Person (or related footnotes) in accordance with GAAP, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above and (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation; provided that in no event shall obligations under any derivative transaction be deemed “Indebtedness” unless such obligations relate to a derivatives transaction which has been terminated. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“ Indemnified Liabilities ” has the meaning set forth in Section 9.5.

“ Indemnitee ” has the meaning set forth in Section 9.5.

“ Initial Revolving Credit Facility ” means the Revolving Credit Facility as of the Closing Date.

“ Initial Term Commitment ” means, as to each Term Loan Lender, its obligation to make an Initial Term Loan to the Borrower pursuant to Section 2.1(a) in an aggregate amount not to exceed the amount specified opposite such Lender’s name under on Schedule 2.1 under the caption “Initial Term Commitment” or in the Assignment and Acceptance (or Affiliated Lender Assignment and Assumption) pursuant to which such Term Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including pursuant to Section 2.24 or Section 2.25). The aggregate amount of the Initial Term Commitments is $200,000,000.

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“ Initial Term Loans ” means the term loans made by the Lenders on the Closing Date to the Borrower pursuant to Section 2.1(a).

“ Insolvency ” means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ” means pertaining to a condition of Insolvency.

“ Intellectual Property ” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Interest Payment Date ” means with respect to (a) any Loan that is a Base Rate Loan, the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (b) any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided , in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“ Interest Period ” means, as to any Eurodollar Rate Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Rate Loan and ending one, two, three or six months (or, if agreed by the relevant Revolving Credit Lenders or Term Loan Lenders, as applicable, 12 months or a shorter period) thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Rate Loan and ending one, two, three or six months (or, if agreed by the relevant Revolving Credit Lenders or Term Loan Lenders, as applicable, 12 months or a shorter period) thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M. (New York City time) on the date that is three (3) Business Days prior to the last day of the then current Interest Period with respect thereto, provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period that would otherwise extend beyond the Revolving Credit Maturity Date or beyond the date final payment is due on the Term Loans shall end on the Revolving Credit Maturity Date or such due date, as applicable;

(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such

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Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iv) any Interest Period election with respect to the Term Loans shall apply to both the Initial Term Loan and Loans, the First Amendment Incremental Term Loan Loans and the Third Amendment Incremental Term Loans .

“ Interest Rate Agreement ” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with the Borrower’s and its Subsidiaries’ operations and not for speculative purposes.

“ Investment ” means, as to any Person, (a) the purchase or other acquisition of Capital Stock or debt or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment outstanding at any time shall be the original amount actually invested, reduced by any dividend, distribution, return of capital or repayment received by such Person in respect of the Investment, but otherwise without adjustment for subsequent increases or decreases in the value of, or write-ups, write-downs or write-offs with respect to, such Investment.

“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P or, if the applicable instrument is not then rated by Moody’s or S&P, an equivalent rating by any other rating agency.

“ Investment Grade Securities ” means:

(a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(b) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Borrower and their Subsidiaries;

(c) investments in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(d) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“ Issuing Bank ” means (a) Citizens Bank of Pennsylvania and (b) any Revolving Credit Lender from time to time designated by the Borrower as an Issuing Bank with the consent

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of such Revolving Credit Lender and the Administrative Agent or any successor issuer or Letters of Credit hereunder.

“ Junior Indebtedness ” means Indebtedness of any Person so long as (i) such Indebtedness shall not require any amortization prior to the date that is six months following the Latest Maturity Date; (ii) the Weighted Average Life to Maturity of such Indebtedness shall be equal to or greater than the then remaining Weighted Average Life to Maturity of the outstanding Loans; (iii) the mandatory prepayment provisions, affirmative and negative covenants and financial covenants, if any, shall be no more restrictive than the corresponding provisions set forth in the Loan Documents other than those applicable only to periods after the Latest Maturity Date; (iv) such Indebtedness is either senior unsecured Indebtedness, Indebtedness subordinated on terms and conditions reasonably satisfactory to the Required Lenders or convertible notes; (v) if such Indebtedness is incurred by a Loan Party, such Indebtedness may be guaranteed by another Loan Party so long as (a) such Loan Party shall have also provided a guarantee of the Obligations substantially on the terms set forth in this Agreement and (b) if the Indebtedness being guaranteed is subordinated to the Obligations, such guarantee shall be subordinated to the guarantee of the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; and (vi) if such Indebtedness is incurred by a Restricted Subsidiary of the Borrower that is not a Loan Party, such Indebtedness may be guaranteed by another Subsidiary of the Borrower that is not a Loan Party; provided that any Indebtedness which, by its terms, provides for amortization prior to the date that is six months after the Latest Maturity Date solely to the extent that such payment is permitted under Section 6.6 of this Agreement, shall be deemed Junior Indebtedness so long as the other conditions stated herein are satisfied.

“ Junior Indebtedness Documentation ” means any documentation governing any Junior Indebtedness.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Loan.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“ L/C Obligations ” means, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.4(d).

“ L/C Sublimit ” means an amount equal to the lesser of (a) $5,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The L/C Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“ Latest Maturity Date ” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Initial Term Loan, any Incremental Loan, any

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Replacement Loan or any Extended Term Loan, in each case as extended in accordance with this Agreement from time to time.

“ Law ” means any law (including common law and the laws of equity), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, court decree or award of any Governmental Authority.

“ Lenders ” has the meaning set forth in the preamble hereto.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s administrative questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“ Letters of Credit ” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided , however , that any commercial letter of credit issued hereunder shall provide solely for cash payment upon presentation of a sight draft.

“ Letter of Credit Expiration Date ” has the meaning set forth in Section 2.4(a).

“ Letter of Credit Fee ” has the meaning set forth in Section 2.7(b).

“ Letter of Credit Request ” means a letter requesting the relevant Issuing Bank to issue a Letter of Credit, in a form acceptable to the Issuing Bank.

“ Lien ” means any mortgage, pledge, hypothec, hypothecation, assignment, deposit arrangement, right of retention, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional or installment sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease be deemed to constitute a Lien.

“ Loan ” means an Initial Term Loan, an Incremental Term Loan, a Replacement Loan, a Revolving Credit Loan and a Swing Line Loan, in each case, whether or not subject to an Extension.

“ Loan Documents ” means this Agreement, the Security Documents, the Guarantee Agreements, the Letter of Credit Requests, the Notes, any Incremental Amendment, any Extension Amendment and any amendment in respect of Replacement Loans.

“ Loan Increase ” means a Term Loan Increase or Incremental Revolving Credit Commitment.

“ Loan Parties ” means the collective reference to Holdings, the Borrower and each Guarantor; provided that if any direct or indirect parent of Holdings has been added as a Grantor at the request of the Borrower, “Loan Parties” shall include such direct or indirect parent of Holdings.

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“ Management Agreement ” means that certain Management and Advisory Agreement, dated as of the date hereof, among New Media and Holdings, as amended, supplemented or otherwise modified in accordance with Section 6.17.

“ Margin Stock ” has the meaning set forth in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“ Material Adverse Effect ” means (a) a material adverse effect on the business, assets, financial condition or results of operations of Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, (b) a material and adverse effect on the rights and remedies of the Administrative Agent or the Lenders, taken as a whole, under the Loan Documents or on the Administrative Agent’s enforceability of Liens on the Collateral for the benefit of the Secured Parties or the priority of such Liens or (c) a material and adverse effect on the ability of the Loan Parties, taken as a whole, to perform their payment obligations under any Loan Document.

“ Material Non-Public Information ” means, with respect to the Borrower or any of the Restricted Subsidiaries, information that (a) has not been disclosed to the Lenders (other than Lenders that do not wish to receive Material Non-Public Information with respect to the Borrower, any of the Restricted Subsidiaries or Affiliates) or has not otherwise been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material, (i) to a Lender’s decision to participate in any Discounted Voluntary Prepayment or (ii) to the market price of the Loans.

“ Material Subsidiary ” means, at any time, (i) each Restricted Subsidiary of the Borrower which represents (a) 5.0% or more of the Borrower’s Total Assets or (b) 5.0% or more of the Borrower’s Consolidated EBITDA, in each case as determined at the end of the most recent fiscal quarter of the Borrower based on the financial statements of the Borrower delivered pursuant to Section 5.1(a) and Section 5.1(b) or (ii) any Subsidiary of the Borrower designated by notice in writing given by the Borrower to the Administrative Agent to be a “Material Subsidiary” ; provided that any such Subsidiary so designated as a “Material Subsidiary” shall at all times thereafter remain a Material Subsidiary for the purposes of this Agreement unless otherwise agreed to by the Borrower and the Administrative Agent or unless such Material Subsidiary ceases to be a Subsidiary in a transaction not prohibited hereunder. Schedule I contains a list of all Material Subsidiaries as of the Closing Date.

“ Maturity Date ” means (i) with respect to the Initial Term Loans , the First Amendment Incremental Term Loans and the First Third Amendment Incremental Term Loans, the sixth anniversary of the Closing Date; (ii) with respect to the Revolving Credit Facility, the fifth anniversary of the Closing Date (the “ Revolving Credit Maturity Date ”); (iii) with respect to any tranche of Extended Term Loans, Extended Revolving Credit Commitments, the final maturity date as specified in the applicable Extension Request accepted by the respective Lender or Lenders and (iv) with respect to any Incremental Loans (other than the First Amendment Incremental Term Loans and the Third Amendment Incremental Term Loans ) or Incremental Revolving Credit Commitments (other than the Third Amendment Incremental Revolver Increase) , the final maturity date as specified in the applicable

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Incremental Amendment; provided that, in each case, if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.

“ Multiemployer Plan ” means a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA with respect to which the Borrower or any Commonly Controlled Entity has an obligation to make contributions or has any actual or contingent liability.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Mortgages ” means collectively, each of the deeds of trust, trust deeds, hypothecs and mortgages, whether in the same or a separate agreement, made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent taking into consideration the law of the jurisdiction in which such mortgage, deed of trust, trust deed or hypothec is to be recorded, registered or filed, to the extent applicable, as the same may be amended, supplemented or otherwise modified from time to time.

“ Net Cash Proceeds ” (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents actually received by any NM Group Member (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when such cash or Cash Equivalents is received) of such Asset Sale or Recovery Event, net of (1) attorneys’ fees, accountants’ fees and investment banking fees paid to third parties that are not NM Group Members, (2) amounts required to be applied to the repayment of Indebtedness secured by a Lien permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) or otherwise subject to mandatory prepayment as a result of such Asset Sale or Recovery Event, and all accrued interest, premiums and fees incurred and payable in connection with the repayment of such Indebtedness, (3) other customary fees paid to third parties that are not NM Group Members, (4) expenses actually incurred in connection therewith, including any and all costs incurred and payable in connection with the repair and/or restoration of any property in connection with any Recovery Event with respect to such property and (5) taxes paid or reasonably estimated to be payable, and any amounts that would be paid or would be payable to cover tax obligations of a parent company or Tax Group pursuant to Section 6.6(j)(C), as a result thereof and of any transactions (including any transactions deemed to occur as a result of such transactions) reasonably necessary to effectuate the relevant prepayment (after taking into account any available tax credits or deductions and any tax sharing arrangements) and the amount of any reserves established to fund indemnification payments (fixed or contingent) or other contingent liabilities (including purchase price adjustments, payments made in connection with non-compete agreements, retained liabilities (such as pension and other post-employment benefit liabilities and liabilities related to environmental matters)) reasonably estimated to be payable as a result thereof; and (b) in connection with any issuance or sale of debt securities or instruments or the incurrence of Indebtedness, the cash proceeds actually received from such issuance or incurrence, net of any reasonable acquisition or construction costs, attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith. Notwithstanding the foregoing, the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, issuance or

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sale of debt securities or the incurrence of loans received by any NM Group Member that is not a Wholly-Owned Subsidiary shall be deemed to equal the amount received by the non-Wholly-Owned Subsidiary multiplied by the pro rata amount of Capital Stock of such non-Wholly-Owned Subsidiary beneficially owned by the NM Group Members; provided that, in the event that any Contractual Obligation of such non-Wholly-Owned Subsidiary or Requirement of Law prohibits a distribution of such Net Cash Proceeds, such Net Cash Proceeds shall be deemed to have been received by an NM Group Member upon the earlier of (x) the date of the actual receipt of such Net Cash Proceeds by the Borrower or a Wholly-Owned Subsidiary holding an ownership interest in such non-Wholly-Owned Subsidiary and (y) the date such Net Cash Proceeds are first permitted to be distributed by such non-Wholly-Owned Subsidiary to the Borrower or a Wholly-Owned Subsidiary holding an ownership interest in such non-Wholly-Owned Subsidiary.

“ New Media ” means New Media Investment Group Inc.

“ NM Group Members ” means the Borrower, Holdings and each Restricted Subsidiary of the Borrower.

“ Non-Consenting Lender ” has the meaning specified in Section 2.23(a).

“ Non-Defaulting Lender ” has the meaning specified in Section 2.22(a)(iv).

“ Non-Excluded Taxes ” means all Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“ Non-Public Information ” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“ Non-Wholly Owned Subsidiary ” means any Subsidiary that is not a wholly owned Subsidiary of the Borrower or a Loan Party to the extent designated by notice in writing given by the Borrower to the Administrative Agent to be a “Non-Wholly Owned Subsidiary.”

“ Note ” means any promissory note evidencing any Loan.

“ Obligations ” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (y) obligations of any Loan Party arising under any Specified Hedge Agreement, and (z) Cash Management Obligations under each Secured Cash Management Agreement. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and any of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, attorney costs,

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indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligations of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party in accordance with the terms of any Loan Document. Notwithstanding the foregoing, (i) unless otherwise agreed to by the Borrower, the Administrative Agent and any applicable Qualified Counterparty or Cash Management Bank, the obligations of Holdings, the Borrower or any Subsidiary of the Borrower under any Specified Hedge Agreement and under any Secured Cash Management Agreement shall be secured and guaranteed pursuant to the Security Documents and the Guarantee Agreements only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement and any other Loan Document shall not require the consent of the holders of Obligations under Specified Hedge Agreements or of the holders of Cash Management Obligations under Secured Cash Management Agreements.

“ OFAC ” has the meaning set forth in Section 3.21.

“ OID ” means original issue discount.

“ Organizational Documents ” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Original Indebtedness ” has the meaning set forth in the definition of “Refinancing Indebtedness”.

“ Outstanding Amount ” means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the outstanding principal thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the outstanding principal amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursement of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date.

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“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document (excluding, in each case, amounts imposed on an assignment, a grant of a participation or other transfer of an interest in any Loan or Loan Document).

“ Pari Passu Lien Obligations ” means all Obligations other than the Priority Lien Obligations.

“ Participant ” has the meaning set forth in Section 9.6(b).

“ Participant Register ” has the meaning set forth in Section 9.6(b).

“ PATRIOT Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001).

“ Payment Conditions ” shall mean the satisfaction of each of the following conditions both before and after giving effect to such Restricted Payment on a Pro Forma Basis: (i) there shall be at least $10,000,000 of availability under the Revolving Credit Facility, (ii) the Total Leverage Ratio, calculated on a Pro Form Basis, does not exceed 3.00:1.00 for such fiscal quarter or the immediately preceding fiscal quarter and (iii) no Event of Default has occurred and is continuing.

“ Payment Office ” means the office specified from time to time by the Administrative Agent as its payment office by notice to the Borrower and the Lenders.

“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Pension Plan ” means a “pension plan”, as such term is defined in section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan), and to which any NM Group Member or any corporation, trade or business that is, along with such NM Group Member, a member of a Commonly Controlled Entity, may have liability, including any liability by reason of having been a substantial employer within the meaning of section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under section 4069 of ERISA.

“ Permit ” means any permit, license, approval, consent, order, right, certificate, judgment, writ, injunction, award, determination, direction, decree, authorization, franchise, privilege, grant, waiver, exemption and other similar concession or by-law, rule or regulation of, by or from any Governmental Authority.

“ Permitted Acquisition ” means any acquisition of the assets or Equity Interests of another Person (the “ target ”) so long as: (a) evidence that no Event of Default shall have occurred or will occur after giving pro forma effect to such acquisition, (b) evidence demonstrating that the target or property is in a similar business or business permitted under

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Section 6.14, (c) after giving effect to any pro forma adjustments reasonably acceptable to the Administrative Agent, the target shall have positive Consolidated EBITDA, (d) after giving effect to such acquisition on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or lower than 3:00 to 1:00, (e) after giving effect to such acquisition, there shall be at least $10,000,000 of availability under the Revolving Credit Facility, (f) the Administrative Agent shall have received financial statements with respect to the target to the extent reasonably available, (g) with respect to any target the securities of which are listed on a national securities exchange, such acquisition shall be approved by the board of directors (or equivalent governing body) or the shareholders (or equivalent) of the target, (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 (i) if required pursuant to Section  5.11, 5.11, the target shall (i) be added as a Guarantor and (ii) grant to the Administrative Agent a first priority security in all assets of such target, subject to documentation reasonably satisfactory to the Administrative Agent.

“ Permitted Holders ” means any of (a) the Sponsor and (b) members of management of Holdings and its Subsidiaries.

“ Permitted Ratio Debt ” has the meaning set forth in Section 6.2(h).

“ Person ” means an individual, general partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Plan ” means, at a particular time, any employee benefit plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Platform ” has the meaning set forth in Section 5.2.

“ Pledge Agreement ” means collectively, (i) the Pledge Agreement, dated as of the Closing Date, made by the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties, substantially in the form attached hereto as Exhibit E , together with any supplements or joinders thereto executed and delivered pursuant to Section 5.11 and (ii) any such other pledge agreement made in favor of the Administrative Agent for the benefit of the Secured Parties in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Pledged Equity ” means, with respect to each Grantor, the shares of Capital Stock of any other Person in which such Grantor has granted a security interest to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Pledge Agreement.

“ Post-Closing Actions ” has the meaning set forth in Section 5.13.

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“ Preferred Stock ” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“ Priority Lien Obligations ” means all Obligations owing to any Lender in its capacity as a Revolving Credit Lender, a Term Loan Lender, the Swing Line Lender acting in such capacity or any Issuing Bank in its capacity as the issuer of any Letter of Credit.

“ 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 date 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.

“ Pro Rata Share ” means (i) with respect to all payments, computations and other matters relating to the Initial Term Loan of any Lender, the percentage obtained by dividing (a) the Term Loan Exposure of that Lender by (b) the aggregate Term Loan Exposure of all Lenders; (ii) with respect to all payments, computations and other matters relating to the Revolving Credit Commitment or Revolving Credit Loans of any Lender or any Letters of Credit issued or

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participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Credit Exposure of that Lender by (b) the aggregate Revolving Credit Exposure of all Lenders; and (iii) with respect to all payments, computations and other matters relating to the Commitments or Loans of any Lender under any other Class, the percentage obtained by dividing (a) the aggregate Commitments and, if applicable and without duplication, Loans of such Lender under such Class by (b) the aggregate Commitments and, if applicable and without duplication, Loans of all Lenders under such Class; provided that , if the Commitments under such Class have been terminated, then the Pro Rata Share of each Lender under such Class shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Term Loan Exposure, the Revolving Credit Exposure and the aggregate Commitments and, if applicable and without duplication, Loans under each other Class of that Lender, by (B) an amount equal to the sum of the aggregate Term Loan Exposure, the aggregate Revolving Credit Exposure and the aggregate Commitments and, if applicable and without duplication, Loans under each other Class of all Lenders.

“ Projections ” has the meaning set forth in Section 5.2(b).

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real or immovable, personal or moveable or mixed and whether tangible or intangible, corporeal or incorporeal, including, without limitation, Equity Interests.

“ Public Lenders ” has the meaning set forth in Section 5.2.

“ Qualified Counterparty ” means, with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was a Lender, an Affiliate of a Lender, an Agent or an Affiliate of an Agent, including, without limitation, any Hedge Agreement entered into prior to the Closing Date by an Agent or an Affiliate of an Agent in connection with the Facilities; provided that, in the event a counterparty to a Hedge Agreement at the time such Hedge Agreement was entered into was a Qualified Counterparty, such counterparty shall constitute a Qualified Counterparty hereunder and under the other Loan Documents; provided , further that, with respect to any Hedge Agreement entered into prior to the Closing Date, any counterparty thereto shall be a “Qualified Counterparty” if such counterparty was a Lender, an Affiliate of a Lender, an Agent or an Affiliate of an Agent as of the Closing Date.

“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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“ Qualified Person ” means an institution that is both (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and (b) (i) a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, (ii) not formed for the purpose of acquiring an interest in this Agreement and (iii) if it is a trust, fund or other entity other than a bank or financial institution, the Loans constitute in the aggregate no more than 40% of its assets or capital.

“ Quarterly Excess Cash Flow ” has the meaning set forth in Section 2.26(b).

“ Real Property ” means any real property the fee interest in which is now owned or hereafter acquired by Holdings or its Subsidiaries and the improvements thereto.

“ Recovery Event ” means the actual receipt of any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any NM Group Member in an amount in excess of $1,000,000.

“ Refinanced Loans ” has the meaning set forth in Section 9.1(d).

“ Refinancing ” has the meaning set forth in the recitals hereto.

“ Refinancing Indebtedness ” means with respect to any Indebtedness (the “ Original Indebtedness ”), modifications, refinancing, refundings, renewals, replacements or extensions of such Original Indebtedness, or Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund such Original Indebtedness; provided that:

(i) the principal amount (or accreted value, if applicable) plus unfunded commitments of such Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) plus unfunded commitments of the Original Indebtedness (plus any related fees and expenses and other amounts paid, unpaid accrued interest and premium thereon);

(ii) the average life to maturity of such Refinancing Indebtedness is greater than or equal to (and the maturity of such Refinancing Indebtedness is no earlier than) that of the Original Indebtedness;

(iii) the Refinancing Indebtedness shall not have different obligors than the obligors under the Loans or greater guarantees or security than the guarantees and security provided in respect of the Obligations;

(iv) if the Original Indebtedness is subordinated in right of payment to the Obligations, such Refinancing Indebtedness shall be subordinated in right of payment on terms and conditions reasonably satisfactory to the Administrative Agent; and

(v) to the extent the Liens securing such Original Indebtedness are subordinated to the Liens securing the Obligations, the Liens, if any, securing such Refinancing Indebtedness are subordinated to the Liens securing the Obligations pursuant to intercreditor arrangements reasonably acceptable to the Administrative Agent.

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“ Refunded Swing Line Loans ” has the meaning set in Section 2.3(b)(iv).

“ Register ” has the meaning set forth in Section 9.6(d).

“ Regulation H ” means Regulation H of the Board as in effect from time to time.

“ Regulation U ” means Regulation U of the Board as in effect from time to time.

“ Reimbursement Date ” with respect to any drawing under a Letter of Credit, the date on which such drawing is honored by the Issuing Bank (so long as the Borrower receives notice by 10:00 a.m. (New York City time) on the date such drawing is honored, and otherwise, the first Business Day following receipt of such notice.

“ Reimbursement Obligation ” means the obligation of the Borrower to reimburse each Issuing Bank pursuant to Section 2.4(d) for amounts drawn under Letters of Credit issued by such Issuing Bank.

“ Rejection Notice ” has the meaning set forth in Section 2.10(f).

“ Related Fund ” means, with respect to any Lender, any person (other than a natural person) that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and is administered, advised or managed by (i) such Lender, (ii) an affiliate of such Lender or (iii) an entity or an affiliate of an entity that administers, advises or manages such Lender.

“ Remedial Action ” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.

“ Reorganization ” means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Replacement Loans ” has the meaning specified in Section 9.1.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the 30-day notice period is waived.

“ Repricing Transaction ” means (a) the prepayment, refinancing, substitution, replacement or conversion of all or a portion of the Initial Term Loans or , the First Amendment Incremental Term Loans or the Third Amendment Incremental Term Loans with the incurrence by the Borrower or any Subsidiary of any Indebtedness under any credit facilities that results in the reduction of the All-In Yield of such Indebtedness relative to the Initial Term Loans or , the First Amendment Incremental Term Loans or the Third Amendment Incremental

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Term Loans so repaid, refinanced, substituted, replaced or converted and (b) any amendment to this Agreement that results in the reduction of the All-In Yield applicable to the Initial Term Loans or , the First Amendment Incremental Term Loans or the Third Amendment Incremental Term Loans, excluding, in each case, for avoidance of doubt, any such reductions in connection with a Change of Control; provided, that, for the avoidance of doubt, a Repricing Transaction does not include any prepayment, repayment or refinancing, as the case may be, in connection with a Change of Control.

“ Required Facility Lenders ” means, as of any date of determination, with respect to any Facility, Lenders having more than 50% of the sum of (a) the Total Outstandings under such Facility (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans, as applicable, under such Facility being deemed “held” by such Lender for purposes of this definition) and (b) the aggregate unused Commitments under such Facility; provided that the unused Commitments of, and the portion of the Total Outstandings under such Facility held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Facility Lenders; provided , further , that (i) to the same extent specified in Section 9.6(h) with respect to determination of Required Lenders, the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Facility Lenders unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its effect on the other Lenders and (ii) the Total Outstandings and unused Commitments of any Debt Investment Affiliates shall only be included to the same extent as for any calculation of the Required Lenders pursuant to Section 9.6(j).

“ Required Lenders ” means, at any time, the holders of more than 50% of the sum of (x) the aggregate unpaid principal amount of the Term Loans then outstanding and (y) the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding; provided that (a) the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders and (b) if at any time there are (i) two (2) Lenders, Required Lenders shall include both Lenders and (ii) three (3) or more Lenders, Required Lenders shall include the lesser of all Lenders or at least three (3) unaffiliated Lenders.

“ Requirement of Law ” means, as to any Person, the Organizational Documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, secretary or assistant secretary, board member or manager (if an officer), treasurer or assistant treasurer, vice president or other similar officer or Person performing similar functions, of such Person; provided that, with respect to financial matters, the Responsible Officer shall be the chief financial officer, accounting officer, treasurer, controller or other senior financial or accounting officer of Holdings; provided , further that if Holdings can provide financial information of a direct or indirect parent entity pursuant to Section 1.5, the Responsible Officer

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shall be the chief financial officer, accounting officer, treasurer, controller or other senior financial or accounting officer of such direct or indirect parent entity.

“ Restricted Payments ” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of the Borrower or any of its Restricted Subsidiaries now or hereafter outstanding, except a dividend (x) payable solely in shares of that class of stock to the holders of that class or (y) by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a wholly owned Restricted Subsidiary, the applicable Loan Party or Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities, or any payment (other than a payment constituting a Permitted Investment) (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s or any Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof); (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of the Borrower or any of its Restricted Subsidiaries now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of the Borrower or any of its Restricted Subsidiaries now or hereafter outstanding; and (iv) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in substance or legal defeasance), sinking fund or similar payment with respect to, any Junior Indebtedness (it being understood that payments of regularly scheduled principal, interest and mandatory prepayments shall be permitted), any preferred stock, and any Indebtedness convertible into any class of stock of the Borrower or any of its Restricted Subsidiaries.

“ Restricted Subsidiary ” means, at any time, any direct or indirect Subsidiary of the Borrower (including any Foreign Subsidiary).

“ Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period, made by each of the Revolving Credit Lenders pursuant to Section 2.2(a).

“ Revolving Credit Commitment ” means as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Loans and participate in Swing Line Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Credit Commitment” opposite such Lender’s name on Schedule 2.2 , or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Total Revolving Credit Commitments as of the Closing Third Amendment Effective Date is $ 25,000,000. 75,000,000.

“ Revolving Credit Commitment Period ” means the period from the Business Day following the Closing Date to the Revolving Credit Maturity Date.

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“ Revolving Credit Exposure ” means, with respect to each Revolving Credit Lender, the sum of the outstanding amount of such Revolving Credit Lender’s Revolving Credit Loans and its pro rata share of the L/C Obligations and the Swing Line Obligations at such time.

“ Revolving Credit Extension Request ” has the meaning set forth in Section 2.25(b).

“ Revolving Credit Extension Series ” has the meaning set forth in Section 2.25(b).

“ Revolving Credit Facility ” means, at any time, the aggregate amount of the Revolving Credit Commitments (including the Third Amendment Incremental Revolver Increase) at such time.

“ Revolving Credit Lender ” means each Lender that has a Revolving Credit Commitment or that is the holder of Revolving Credit Loans.

“ Revolving Credit Loans ” has the meaning set forth in Section 2.2 and includes Revolving Credit Loans under the Initial Revolving Credit Facility and Loans made pursuant to Incremental Revolving Credit Commitments and Extended Revolving Credit Commitments.

“ Revolving Credit Maturity Date ” has the meaning set forth in the definition of “Maturity Date”.

“ Revolving Credit Note ” has the meaning set forth in Section 2.6(d).

“ Revolving Credit Percentage ” means, as to any Revolving Credit Lender at any time, the percentage which such Lender’s Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Revolving Extensions of Credit then outstanding constitutes of the Total Revolving Extensions of Credit then outstanding).

“ Revolving Extensions of Credit ” means, as to any Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (b) such Lender’s Revolving Credit Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Credit Percentage of the aggregate principal amount of Swing Line Loans then outstanding.

“ S&P ” means Standard & Poor’s Ratings Services.

“ SEC ” means the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between Holdings, the Borrower or any Restricted Subsidiary and a Cash Management Bank; and designated in writing by the Cash Management Bank and the Borrower to the Administrative Agent as a “Secured Cash Management Agreement.”

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“ Secured Parties ” means the collective reference to the Administrative Agent, the Lenders (including any Issuing Bank in its capacity as Issuing Bank), the Swing Line Lender, any Qualified Counterparties and any Cash Management Banks.

“ Securities ” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“ Security Documents ” means the collective reference to (i) the Pledge Agreements, (ii) the Collateral Agreements, (iii) the Mortgages and (iv) all other security documents now or hereafter delivered to the Administrative Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“ Single Employer Plan ” means any Plan other than a Multiemployer Plan.

“ Solvent ” as of any date of determination, with respect to the NM Group Members viewed for all purposes of this definition on a consolidated basis, that (a) the sum of the debt (including contingent liabilities) of the NM Group Members does not exceed the present fair saleable value of the present assets of the NM Group Members; (b) the capital of the NM Group Members is not unreasonably small in relation to their business as contemplated on such date or with respect to any transaction contemplated to be undertaken after such date; and (c) the NM Group Members have not incurred, and do not intend to incur, debts beyond their ability to pay such debts as they become due (whether at maturity or otherwise). For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Specified Hedge Agreement ” means any Hedge Agreement (a) entered into prior to or after the Closing Date by (i) the Borrower and (ii) any Qualified Counterparty, as counterparty and (b) that has been designated by such Qualified Counterparty and the Borrower, by notice to the Administrative Agent, as a Specified Hedge Agreement, provided , that any release of Collateral or Loan Parties effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements. The designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of any Qualified Counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under the Guarantee Agreement except as provided in Section 9.15.

“ Specified Representations ” means those representations and warranties made in Sections 3.3(a) (with respect to the organizational existence of the Loan Parties only), 3.4 (other than clause (c), 3.5(i), 3.11, 3.14, 3.19, 3.20 and solely to the extent it would be unlawful for the Lenders to extend the Loans, 3.21.

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“ Sponsor ” means Fortress Investment Group LLC, or any one or more Affiliates managed exclusively by Fortress Investment Group, LLC.

“ Subsidiary ” means, as to any Person; (a) any corporation of which more than 50% of the outstanding Capital Stock having ordinary voting power to elect the board of directors of such corporation (irrespective of whether at the time Capital Stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned (i) by such Person, (ii) by such Person and one or more subsidiaries of such Person, or (iii) by one or more subsidiaries of such Person; or (b) any trust, partnership, joint venture or other entity as to which such Person, or one or more subsidiaries of such Person, owns more than 50% of the voting ownership, equity or similar interest, of such trust, partnership, joint venture or other entity, as the case may be.

“ Subsidiary Guarantor ” means each Subsidiary of the Borrower providing a guarantee of the Obligations pursuant to a Guarantee Agreement.

“ Swap Obligation ” has the definition set forth in the definition of “Excluded Swap Obligation.”

“ Swing Line Lender ” means Citizens Bank of Pennsylvania, in its capacity as the lender of Swing Line Loans, or any successor swing line lender hereunder.

“ Swing Line Loans ” has the meaning set forth in Section 2.3(a).

“ Swing Line Note ” has the meaning set forth in Section 2.6(d).

“ Swing Line Obligations ” means, as at any date of determination, the aggregate Outstanding Amount of all Swing Line Loans outstanding.

“ Swing Line Sublimit ” means the lesser of (i) $5,000,000 and (ii) the aggregate unused amount of Revolving Credit Commitments then in effect.

“ Syndication Agent ” has the meaning set forth in the preamble hereto.

“ Tax ” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, imposed by any Governmental Authority, including any interest, additions to tax and penalties applicable thereto.

“ Tax Group ” has the meaning set forth in Section 6.6(j).

“ Term Commitment ” means, as to each Term Loan Lender, its Initial Term Commitment and/or Incremental Term Commitment or a Commitment with respect to Replacement Loans as the context may require.

“ Term Loan ” means any Initial Term Loan, Incremental Term Loan, Extended Term Loan or Replacement Loan, as the context may require.

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“ Term Loan Exposure ” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Initial Term Loans of such Lender; provided , at any time prior to the making of the Initial Term Loans, the Term Loan Exposure of any Lender shall be equal to such Lender’s Initial Term Commitment.

“ Term Loan Extension Request ” has the meaning set forth in Section 2.25(a).

“ Term Loan Extension Series ” has the meaning set forth in Section 2.25(a).

“ Term Loan Facility ” means any Facility consisting of Term Loans and/or the related Term Commitments.

“ Term Loan Increase ” has the meaning set forth in Section 2.24(a).

“ Term Loan Lenders ” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“ Term Loan Percentage ” means, as to any Term Loan Lender at any time, the percentage which the aggregate principal amount of such Lender’s Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding.

“ Terminated Lender ” has the meaning set forth in Section 2.23.

“ Test Period ” means, on any date of determination, the period of four consecutive fiscal quarters (taken as one accounting period) of the NM Group Members most recently ended for which financial statements have been or are required to be delivered pursuant to Section 5.1 on or before the relevant date of determination.

“Third Amendment” means that certain Third Amendment to Credit Agreement dated as of the Third Amendment Effective Date, by and among Holdings, the Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.

“Third Amendment Effective Date” means January 9, 2015.

“Third Amendment Incremental Revolver Increase” has the meaning set forth in the recitals.

“Third Amendment Incremental Revolver Increase Availability Period” means the period from the Third Amendment Effective Date to the earlier of (i) the date on which the Borrower repays all outstanding principal and accrued interest with respect to the outstanding Third Amendment Incremental Revolving Credit Loans with the proceeds of the Equity Contribution and terminates the Incremental Revolving Credit Commitments corresponding thereto and (ii) the Conversion Date.

“Third Amendment Incremental Revolving Credit Loans” has the meaning set forth in the recitals.

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“Third Amendment Incremental Term Commitment” means, as to each Term Loan Lender, its obligation (if applicable) to make a Third Amendment Incremental Term Loan to the Borrower pursuant to Section 2.1(a)(iii) in an aggregate amount not to exceed the amount specified opposite such Lender’s name on Schedule 2.1 under the caption “Third Amendment Incremental Term Commitment” or in the Assignment and Acceptance (or Affiliated Lender Assignment and Assumption) pursuant to which such Term Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including pursuant to Section 2.24, Section 2.25 or Section 2.27). The aggregate amount of the Third Amendment Incremental Term Commitments as of the Third Amendment Effective Date is $102,000,000.

“Third Amendment Incremental Term Loans” means the term loans made by the Lenders on the Third Amendment Effective Date to the Borrower pursuant to Section 2.1(a)(iii); it being understood that except as set forth in the Third Amendment and in this Agreement, the Third Amendment Incremental Term Loans, shall have identical terms as the Initial Term Loans and the First Amendment Incremental Term Loans and shall otherwise be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of this Agreement and the other Loan Documents.

“ Total Assets ” means, at any date of determination, the total assets of the NM Group Members (or such other Person as may be expressly stated), determined on a consolidated basis in accordance with GAAP, as shown on the most recently provided Historical Financial Statements or the most recent consolidated balance sheet of Holdings and its Subsidiaries delivered pursuant to Section 5.1(a) or 5.1(b), as applicable.

“ Total Leverage Ratio ” means as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the Test Period most recently ended on or prior to such date of determination to (b) Consolidated EBITDA of the NM Group Members for such Test Period.

“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“ Total Revolving Credit Commitments ” means, at any time, the aggregate amount of the Revolving Credit Commitments then in effect.

“ Total Revolving Extensions of Credit ” means, at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Credit Lenders outstanding at such time.

“ Transaction Expenses ” means any fees or expenses incurred or paid by Holdings, the Borrower or any Restricted Subsidiary in connection with the Transactions.

“ Transactions ” means collectively, (a) the execution and delivery by the Loan Parties of the Loan Documents to which they are a party and the making of the Borrowings and issuances or deemed issuances of Letters of Credit hereunder on the Closing Date, (b) the consummation of the Refinancing on the Closing Date and (c) the payment of the Transaction Expenses.

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“ Transferee ” has the meaning set forth in Section 9.14.

“ Type ” means, as to any Loan, its nature as a Base Rate Loan or a Eurodollar Rate Loan.

“ Unasserted Contingent Obligations ” means, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding Obligations in respect of the principal of, and interest and premium (if any) on, any Obligation) in respect of which no assertion of liability and no claim or demand for payment has been made (and, in the case of Obligations for indemnification, no notice for indemnification has been issued by the indemnitee at such time).

“ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“ United States Tax Compliance Certificate ” has the meaning set forth in Section 2.18(d)(ii)(C).

“ Unreimbursed Amount ” has the meaning set forth in Section 2.4(e).

“ U.S. Lender ” means any Lender that is not a Foreign Lender.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness, at any date, the quotient obtained by dividing (a) the sum of the products of the number of years (calculated to the nearest one-twelfth) from the date of determination to the date of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such payment; by (b) the sum of all such payments.

“ Wholly-Owned Subsidiary ” means, as to any NM Group Member, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by the NM Group Members directly and/or through other Wholly-Owned Subsidiaries.

1.2 Other Definitional Provisions . (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to Holdings, the Borrower and their respective Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP; provided that if the Borrower notifies the Administrative Agent to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders

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request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) All calculations of financial ratios set forth herein shall be calculated to the same number of decimal places as the relevant ratios are expressed in and shall be rounded upward if the number in the decimal place immediately following the last calculated decimal place is five or greater. For example, if the relevant ratio is to be calculated to the hundredth decimal place and the calculation of the ratio is 5.126, the ratio will be rounded up to 5.13.

(f) As used herein and in the other Loan Documents, references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, restated, replaced, refinanced, supplemented or otherwise modified from time to time.

(g) A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, revises, restates, supplements or supersedes any such statute or any such regulation.

(h) A reference to the Issuing Bank, unless otherwise specified, shall be deemed to refer to the applicable Issuing Bank or applicable Issuing Banks with respect to the Letter of Credit or Letters of Credit issued by such Issuing Bank or Issuing Banks.

1.3 Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period” and in the definition of “Maturity Date”) or performance shall extend to the immediately succeeding Business Day.

1.4 Guaranties of Hedging Obligations. Notwithstanding anything else to the contrary in any Loan Document, no Guarantor shall be required to guarantee or provide security for Excluded Swap Obligations, and any reference in any Loan Document with respect to such Guarantor guaranteeing or providing security for the Obligations shall be deemed to be all Obligations other than the Excluded Swap Obligations.

1.5 Financial Information. Notwithstanding anything to the contrary in this Agreement, Holdings may satisfy its obligations to deliver any financial information under Section 5.1 by furnishing financial information of a direct or indirect parent entity of Holdings to

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the extent there are no material differences as determined by the Administrative Agent in its reasonable discretion and which financial statements shall include unconsolidated information with respect to Holdings; provided that in the event the Administrative Agent determines that there are material differences, then upon request by the Administrative Agent and (x) within 45 days after the date of such request with respect to quarterly financial statements or (y) within 60 days after the date of such request with respect to annual financial statements, Holdings shall deliver (i) calculations made in good faith by a Responsible Officer of Holdings to eliminate the effect of such differences on a pro forma basis or (ii) separate such financial statements of Holdings and its consolidated Subsidiaries.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Term Loan Facility .

(a) Term Loans . Subject to the terms and conditions hereof, the Term Loan Lenders severally agree to make an initial term loan (the “ Initial Term Loan ”) denominated in Dollars to the Borrower on the Closing Date in an amount equal to the amount of the Initial Term Commitment of such Lender, provided that, there may only be one Borrowing Date for the Initial Term Loan and any remaining Initial Term Commitment that is not borrowed shall automatically expire on such Borrowing Date. The Initial Term Loans may from time to time be Eurodollar Rate Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.1 and 2.11; provided , however , that the Initial Term Loan made on the Closing Date may only consist of Base Rate Loans unless the Borrower delivers a funding indemnity letter, in form and substance reasonably acceptable to the Administrative Agent, not less than three (3) Business Days prior to the Closing Date. Subject to Sections 2.5, 2.9 and 2.10, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Maturity Date with respect thereto. Amounts repaid or prepaid on the Initial Term Loans may not be reborrowed.

(ii) Subject to the terms and conditions hereof, the Term Loan Lenders with a First Amendment Incremental Term Commitment severally agree to make an Incremental Term Loan (the “ First Amendment Incremental Term Loan ”) denominated in Dollars to the Borrower on the First Amendment Effective Date in an amount equal to the amount of the First Amendment Incremental Term Commitment of such Lender, provided that, there may only be one Borrowing Date for the First Amendment Incremental Term Loan and any remaining First Amendment Incremental Term Commitment that is not borrowed shall automatically expire on such Borrowing Date. The First Amendment Incremental Term Loans may from time to time be Eurodollar Rate Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.1 and 2.11; provided , however , that the First Amendment Incremental Term Loan made on the First Amendment Effective Date may only consist of Base Rate Loans unless the Borrower delivers a funding indemnity letter, in form and substance reasonably acceptable to the Administrative Agent, not less than three (3) Business Days prior to the First

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Amendment Effective Date. Subject to Sections 2.5, 2.9 and 2.10, all amounts owed hereunder with respect to the First Amendment Incremental Term Loans shall be paid in full no later than the Maturity Date with respect thereto. Amounts repaid or prepaid on the First Amendment Incremental Term Loans may not be reborrowed.

(iii) Subject to the terms and conditions hereof, the Term Loan Lenders with a Third Amendment Incremental Term Commitment severally agree to make a Third Amendment Incremental Term Loan denominated in Dollars to the Borrower on the Third Amendment Effective Date in an amount equal to the amount of the Third Amendment Incremental Term Commitment of such Lender, provided that, there may only be one Borrowing Date for the Third Amendment Incremental Term Loan and any remaining Third Amendment Incremental Term Commitment that is not borrowed shall automatically expire on such Borrowing Date. The Third Amendment Incremental Term Loans may from time to time be Eurodollar Rate Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.1 and 2.11; provided, however, that the Third Amendment Incremental Term Loan made on the Third Amendment Effective Date may only consist of Base Rate Loans unless the Borrower delivers a funding indemnity letter, in form and substance reasonably acceptable to the Administrative Agent, not less than one (1) Business Day prior to the Third Amendment Effective Date. Subject to Sections 2.5, 2.9 and 2.10, all amounts owed hereunder with respect to the Third Amendment Incremental Term Loans shall be paid in full no later than the Maturity Date with respect thereto. Amounts repaid or prepaid on the Third Amendment Incremental Term Loans may not be reborrowed.

(b) Procedure for Term Loan Borrowing . The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one (1) Business Day prior to the Closing Date) requesting that the Term Loan Lenders make the Initial Term Loans on the Closing Date. Upon receipt of such Borrowing Notice, which notice shall be irrevocable, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 10:00 A.M., New York City time, on the Closing Date, each Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Initial Term Loan to be made by such Lender. The Administrative Agent shall promptly make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders in Dollars.

(ii) The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one (1) Business Day prior to the First Amendment Effective Date) requesting that the Term Loan Lenders with a First Amendment Incremental Term Commitment make the First

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Amendment Incremental Term Loans on the First Amendment Effective Date. Upon receipt of such Borrowing Notice, which notice shall be irrevocable, the Administrative Agent shall promptly notify each Term Loan Lender with a First Amendment Incremental Term Commitment thereof. Not later than 10:00 A.M., New York City time, on the First Amendment Effective Date, each Term Loan Lender with a First Amendment Incremental Term Commitment shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the First Amendment Incremental Term Loan to be made by such Lender. The Administrative Agent shall promptly make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders in Dollars.

(iii) The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one (1) Business Day prior to the Third Amendment Effective Date) requesting that the Term Loan Lenders with a Third Amendment Incremental Term Commitment make the Third Amendment Incremental Term Loans on the Third Amendment Effective Date. Upon receipt of such Borrowing Notice, which notice shall be irrevocable, the Administrative Agent shall promptly notify each Term Loan Lender with a Third Amendment Incremental Term Commitment thereof. Not later than 10:00 A.M., New York City time, on the Third Amendment Effective Date, each Term Loan Lender with a Third Amendment Incremental Term Commitment shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Third Amendment Incremental Term Loan to be made by such Lender. The Administrative Agent shall promptly make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders in Dollars.

2.2 Revolving Credit Commitments. (a)  (i)  During the Revolving Credit Commitment Period for such Class, subject to the terms and conditions hereof, each Lender severally agrees to make loans denominated in Dollars (each such loan, a “ Revolving Credit Loan ”) of any Class pursuant to this Section 2.2 to the Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving Credit Commitment for such Class; provided , that after giving effect to the making of any Revolving Credit Loans in no event shall the Outstanding Amount of the Revolving Credit Loans, L/C Obligations and Swing Line Loans exceed the Revolving Credit Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Credit Commitment Period. Each Lender’s Revolving Credit Commitment of any Class shall expire on the Revolving Credit Maturity Date for such Class and all Revolving Credit Loans for such Class and all other amounts owed hereunder with respect to the Revolving Credit Loans for such Class and the Revolving Credit Commitments for such Class shall be paid in full no later than such date. Any Revolving Credit Loans made on the Closing Date or any of the three (3) Business Days following the Closing Date, may only consist of Base Rate Loans unless the Borrower delivers a funding indemnity letter, in form and substance reasonably acceptable to the Administrative Agent, not less than three (3) Business Days prior to the Closing Date .

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(ii) Notwithstanding anything in the foregoing to the contrary, Citizens Bank of Pennsylvania, in its capacity as a Revolving Credit Lender, will make a Third Amendment Incremental Revolving Credit Loan in an aggregate amount not to exceed $50,000,000 available to the Borrower on the Third Amendment Effective Date; provided that, (A) the Borrower shall have the right to repay Citizens Bank of Pennsylvania on a non-pro rata basis, prior to the Conversion Date, with the proceeds of an equity contribution, directly or indirectly, from New Media to the Borrower (the “Equity Contribution”), all or a portion of the outstanding principal and accrued interest with respect to such Third Amendment Incremental Revolving Credit Loan and (B) on the Conversion Date, any outstanding principal amount of such Third Amendment Incremental Revolving Credit Loan that has not been repaid shall be converted into a Third Amendment Incremental Term Loan pursuant to Section 2.27; provided further, that the Revolving Credit Commitment with respect to any portion of the Third Amendment Incremental Revolving Credit Loan that is repaid shall be deemed automatically terminated in connection with such repayment.

(b) Borrowing Mechanics for Revolving Credit Loans.

(i) Except pursuant to Section 2.4(d), Revolving Credit Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount, and Revolving Credit Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

(ii) Subject to Section 4.2(a), whenever the Borrower desires that Lenders make Revolving Credit Loans, the Borrower shall deliver to the Administrative Agent a fully executed and delivered Borrowing Notice, which notice shall be irrevocable, (x) in the case of Third Amendment Incremental Revolving Credit Loans that are Eurodollar Rate Loans, no later than 10:00 a.m. (New York City time) at least one (1) Business Day prior to the Third Amendment Effective Date, (y) otherwise, no later than 12:00 p.m. (New York City time) at least three (3) Business Days in advance of the proposed Borrowing Date in the case of a Eurodollar Rate Loan, and (z)  no later than 12:00 p.m. (New York City time) at least one (1) Business Day in advance of the proposed Borrowing Date in the case of a Revolving Credit Loan that is a Base Rate Loan.

(iii) Notice of receipt of each Borrowing Notice in respect of Revolving Credit Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but ( provided Administrative Agent shall have received such notice by 2:00 p.m. (New York City time)) not later than 3:00 p.m. (New York City time) on the same day as the Administrative Agent’s receipt of such Notice from the Borrower.

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(iv) Each Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent not later than 10:00 a.m. (New York City time) on the applicable Borrowing Date by wire transfer of same day funds in Dollars, at the Funding Office of the Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Revolving Credit Loans available to the Borrower on the applicable Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Credit Loans received by the Administrative Agent from Lenders to be credited to the account of the Borrower at the Funding Office designated by the Administrative Agent or such other account as may be designated in writing to the Administrative Agent by the Borrower.

2.3 Swing Line Loans .

(a) Swing Line Loans Commitments . During the Revolving Credit Commitment Period, subject to the terms and conditions hereof, the Swing Line Lender agrees to make loans in Dollars (each such loan, a “ Swing Line Loan ”) to the Borrower in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided , that after giving effect to the making of any Swing Line Loan, in no event shall the Outstanding Amount of the Revolving Credit Loans, L/C Obligations and Swing Line Loans exceed the Revolving Credit Commitments then in effect. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving Credit Commitment Period. The Swing Line Lender’s Revolving Credit Commitment shall expire on the Revolving Credit Maturity Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Credit Commitments shall be paid in full no later than such date.

(b) Borrowing Mechanics for Swing Line Loans.

(i) Swing Line Loans shall be made in an aggregate minimum amount of $100,000 and integral multiples of $50,000 in excess of that amount.

(ii) Subject to Section 4.2(a), whenever the Borrower desires that the Swing Line Lender make a Swing Line Loan, the Borrower shall deliver to the Administrative Agent a Borrowing Notice, which notice shall be irrevocable, no later than 2:00 p.m. (New York City time) on the proposed Borrowing Date.

(iii) Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of any Swing Line Loan made by the Swing Line Lender available to the Borrower on the applicable Borrowing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by the Administrative Agent from the Swing Line Lender to be credited to the account of the Borrower at the Administrative Agent’s Funding Office, or to such other account as may be designated in writing to the Administrative Agent by the Borrower.

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(iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrower pursuant to Section 2.9, the Swing Line Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower), no later than 1:00 p.m. (New York City time) at least one (1) Business Day in advance of the proposed Borrowing Date, a notice (which shall be deemed to be a Borrowing Notice given by the Borrower) requesting that each Lender holding a Revolving Credit Commitment make Revolving Credit Loans that are Base Rate Loans to the Borrower on such Borrowing Date in an amount equal to the amount of such Swing Line Loans (the “ Refunded Swing Line Loans ”) outstanding on the date such notice is given which the Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Credit Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Credit Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swing Line Lender to the Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Credit Loans to the Borrower and shall be due under the Revolving Credit Note issued by the Borrower to the Swing Line Lender. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.16.

(v) If for any reason Revolving Credit Loans are not made pursuant to Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by the Swing Line Lender, each Lender holding a Revolving Credit Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one (1) Business Day’s notice from the Swing Line Lender, each Lender holding a Revolving Credit Commitment shall deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Funding Office of the Swing Line Lender. In order to evidence such participation each Lender holding a Revolving Credit Commitment agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to the Swing Line Lender. In the event any Lender holding a Revolving Credit Commitment fails to make available to the Swing Line Lender the amount of such Lender’s participation as provided in this

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paragraph, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three (3) Business Days at the rate customarily used by the Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.

(vi) Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Credit Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that the Swing Line Lender had not received prior notice from the Borrower or the Required Lenders that any of the conditions under Section 4.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (2) the Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default or (B) at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

2.4 Issuance of Letters of Credit and Purchase of Participations Therein .

(a) Letters of Credit . During the period that is at least ten (10) Business Days prior to the end of the Revolving Credit Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower; provided , (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall (x) the Outstanding Amount of the Revolving Credit Loans, L/C Obligations and Swing Line Loans exceed the Revolving Credit Commitments then in effect and (y) the Outstanding Amount of the L/C Obligations exceed the L/C Sublimit; and (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) ten (10) Business Days prior to the Revolving Credit Maturity Date (the “ Letter of Credit Expiration Date ”) (unless such Letter of Credit is Cash Collateralized) and (2) the date which is one year from the date of issuance of such standby Letter of Credit. Subject to

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the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided , the Issuing Bank shall not be required to extend any such Letter of Credit if it has received written notice from the Administrative Agent or any Loan Party that an Event of Default has occurred and is continuing at least seven (7) days prior to the time the Issuing Bank must elect to allow such extension; provided further , if any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless either (i) such Defaulting Lender’s participation in such Letter of Credit can be reallocated among the Non-Defaulting Lenders in accordance with their Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) as provided in Section 2.22(a)(iv) or (ii) the Borrower Cash Collateralizes the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.22(a)(iv) and any Cash Collateral provided by such Defaulting Lender) or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in such Letter of Credit of the Defaulting Lender.

(b) Notice of Issuance . Subject to Section 4.2(a), whenever the Borrower desires the issuance or amendment (to either increase the amount available for drawings under any Revolving Credit Facility Letter of Credit or to extend the maturity date thereof) of a Letter of Credit, the Borrower shall deliver to the Administrative Agent and the Issuing Bank a Letter of Credit Request no later than 2:00 p.m. (New York City time) at least three (3) Business Days, or such shorter period as may be agreed to by the Issuing Bank in any particular instance, in advance of the proposed date of issuance. Such Letter of Credit Request shall be accompanied by any documentary or other evidence of the proposed beneficiary’s identity as may reasonably be requested by the Issuing Bank in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations. Upon satisfaction or waiver of the conditions set forth in Section 4.2, the Issuing Bank shall issue the requested Letter of Credit only in accordance with the Issuing Bank’s standard operating procedures. Upon the issuance or cancellation of any Letter of Credit or amendment or modification to a Letter of Credit, the Issuing Bank shall promptly provide written or telephonic notice to the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Credit Commitment of such issuance, amendment, modification or cancellation of a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.4(e). Notwithstanding anything herein to the contrary, an Issuing Bank shall be under no obligation to issue, extend or amend any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator by its terms shall purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any Law applicable to the applicable Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular.

(c) Responsibility of the Issuing Bank with Respect to Requests for Drawings and Payments . In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall be responsible only to accept the

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documents delivered under such Letter of Credit which appear on their face to be in accordance with the terms and conditions of such Letter of Credit without responsibility for further investigation regardless of any notice or information to the contrary. As between the Borrower and the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Bank, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority; none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by the Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of the Issuing Bank to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.4(c), the Borrower shall retain any and all rights it may have against the Issuing Bank for any liability arising solely out of the gross negligence, bad faith or willful misconduct of the Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(d) Reimbursement by the Borrower of Amounts Drawn or Paid Under Letters of Credit . In the event the Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify the Borrower and the Administrative Agent, and the Borrower shall reimburse the Issuing Bank on the Reimbursement Date in an amount in Dollars and in same day funds equal to the amount of such honored drawing. Anything contained herein to the contrary notwithstanding, unless the Borrower shall have notified the Administrative Agent and the Issuing Bank prior to 2:00 p.m. (New York City time) on the date such drawing is honored that the Borrower intends to reimburse the Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Credit Loans, (i) the Borrower shall be deemed to have given a timely Borrowing Notice to the Administrative Agent requesting Lenders with Revolving Credit Commitments to make Revolving Credit Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.2, Lenders with Revolving Credit Commitments shall, on the

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Reimbursement Date, make Revolving Credit Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for the amount of such honored drawing; and provided further , if for any reason proceeds of Revolving Credit Loans are not received by the Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Borrower shall reimburse the Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Credit Loans, if any, which are so received. Nothing in this Section 2.4(d) shall be deemed to relieve any Lender with a Revolving Credit Commitment from its obligation to make Revolving Credit Loans on the terms and conditions set forth herein, and the Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Credit Loans under this Section 2.4(d).

(e) Lenders’ Purchase of Participations in Letters of Credit . Immediately upon the issuance of each Letter of Credit, each Lender having a Revolving Credit Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase (regardless of whether the conditions set forth in Section 4.2 have been satisfied), from the Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Credit Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that the Borrower shall fail for any reason to reimburse the Issuing Bank as provided in Section 2.4(d), the Issuing Bank shall promptly notify each Lender with a Revolving Credit Commitment of the unreimbursed amount (the “ Unreimbursed Amount ”) of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Credit Commitments. Each Lender with a Revolving Credit Commitment shall pay to the Administrative Agent, for the account of the Issuing Bank, an amount in Dollars equal to its respective participation and in same day funds, not later than 12:00 p.m. (New York City time) on the first Business Day (under the laws of the jurisdiction in which such office of the Issuing Bank is located) after the date notified by the Issuing Bank. In the event that any Lender with a Revolving Credit Commitment fails to make available to the Administrative Agent, for the account of the Issuing Bank, on such Business Day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.4(e), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three (3) Business Days at the rate customarily used by the Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any Lender with a Revolving Credit Commitment to recover from the Issuing Bank any amounts made available by such Lender to the Issuing Bank pursuant to this Section 2.4(e) in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction. In the event the Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing honored by the Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent, for distribution to each Lender which has paid all amounts payable by it under this Section 2.4(e) with respect to such honored drawing,

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such Lender’s Pro Rata Share of all payments subsequently received by the Issuing Bank from the Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address as set forth in its administrative questionnaire or at such other address as such Lender may request.

(f) Obligations Absolute . The obligation of the Borrower to reimburse the Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Credit Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any amendment or waiver of or any consent to departure from all or any of the provisions of the Loan Documents or Letter of Credit; (vi) any other act or omission to act or delay of any kind by the Administrative Agent, any Issuing Bank, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.4(f), constitute a legal or equitable discharge of the Borrower’s obligations hereunder (other than payment or performance in full); (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries; (viii) any breach hereof or any other Loan Document by any party thereto; (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (x) the fact that an Event of Default or a Default shall have occurred and be continuing; provided , in each case, that payment by the Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence, bad faith or willful misconduct of the Issuing Bank under the circumstances in question as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(g) Indemnification . Without duplication of any obligation of the Borrower under Section 9.5, in addition to amounts payable as provided herein, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by the Issuing Bank, other than as a result of (1) the gross negligence, bad faith or willful misconduct of the Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction or (2) the wrongful dishonor by the Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of the

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