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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) JOURNAL REGISTER COMPANY, et al.,1 ) Case No. 12-13774 (___) ) Debtors. ) (Joint Administration Requested) )

DECLARATION OF WILLIAM J. HIGGINSON IN SUPPORT OF DEBTORS’ CHAPTER 11 PETITIONS AND FIRST DAY MOTIONS

I, William J. Higginson, hereby deposes and says:

1. I am the Executive Vice President of Operations of Journal Register Company

(“JRC”), a company organized under the laws of the State of Delaware and one of the

above-captioned debtors and debtors in possession (collectively, the “Debtors”). In this capacity,

I am familiar with the Debtors’ day-to-day operations, businesses, financial affairs, and books

and records.

2. On the date hereof (the “Petition Date”), JRC and 28 of its direct and indirect

subsidiaries each filed a voluntary petition for relief under chapter 11 of title 11 of the United

States Code (the “Bankruptcy Code”). The Debtors continue to operate their businesses and

manage their properties as debtors in possession pursuant to §§ 1107(a) and 1108 of the

Bankruptcy Code. Concurrently herewith, the Debtors filed a motion seeking joint

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Journal Register Company (8615); Register Company, Inc. (6548); Chanry Communications Ltd. (3704); Pennysaver Home Distributions Corp. (9476); All Home Distribution Inc. (0624); JR East Holdings, LLC (N/A); Journal Register East, Inc. (8039), Journal Company, Inc. (8220); JRC Media, Inc. (4264); Orange Coast Publishing Co. (7866), St. Louis Sun Publishing Co. (1989); Middletown Acquisition Corp. (3035); JiUS, Inc. (3535); Journal Register Supply, Inc. (6546); Northeast Publishing Company, Inc. (6544); Hometown Newspapers, Inc. (8550); The Goodson Holding Company (2437); Acme Newspapers, Inc. (6478); 21st Century Newspapers, Inc. (6233); Morning Star Publishing Company (2543); Heritage Network Incorporated (6777); Independent Newspapers, Inc. (2264); Voice Communications Corp. (0455); Great Lakes Media, Inc. (5920); Up North Publications, Inc. (2784); Greater Detroit Newspaper Network, Inc. (4228); Digital First Media Inc. (0431); Great Northern Publishing, Inc. (0800); and Saginaw Area Newspapers, Inc. (8444). The mailing address for each of the Debtors is Lower Makefield Corporate Center, 790 Township Road, 3rd Floor, Yardley, PA 19067.

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administration of these chapter 11 cases pursuant to Rule 1015(b) of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”).

3. I submit this declaration (this “First Day Declaration”) pursuant to Rule 1007 of

the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 1007-2 of the

Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”) to (i)

provide an overview of the Debtors and these chapter 11 cases (ii) support the Debtors’ chapter

11 petition and “first day” motions (each, a “First Day Motion,” and collectively, the “First Day

Motions”)2 and (iii) to provide certain information required by Local Rule 1007-2. Except as

otherwise indicated herein, all facts set forth in this First Day Declaration are based upon my

personal knowledge of the Debtors’ operations and finances, information learned from my

review of relevant documents, information supplied to me by other members of the Debtors’

management and the Debtors’ advisors, or my opinion based on my experience, knowledge, and

information concerning the Debtors’ operations and financial condition. I am authorized to

submit this First Day Declaration on behalf of the Debtors, and, if called upon to testify, I could

and would testify competently to the facts set forth herein.

I. General Background.

A. Debtors’ Business and Overview.

4. JRC is a national multi-regional, multi-platform media company. Formally

established in 1997, JRC went public in May of that year. The Debtors are committed to being a

customer-focused provider of local news, sports, business and lifestyle information to its

customers on the platforms of the customers’ choice – print and digital. Until a few years ago,

2 All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the relevant First Day Motion.


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the Debtors’ products were predominantly print products. The Debtors’ digital and print titles are

geographically clustered around Greater Philadelphia; Greater Detroit; Connecticut; Greater

Cleveland; and the Capital Saratoga and Mid-Hudson regions of New York State providing its

advertising customers with comprehensive, multi-media solutions, and its online and print

customers with comprehensive local and regional news coverage. The Debtors’ newspapers are

characterized by their intense focus on the coverage of local news and local sports. The Debtors

manage their newspapers to best serve the needs of their local readers and advertisers. The

editorial content of their newspapers is tailored to the specific interests of each local community

served and includes coverage of local youth, high school, college and professional sports, as well

as local business, politics, entertainment and culture.

5. The Debtors pursue a strategy which leverages the power of their print brands to

drive both digital audience and revenue on the media platforms of the customer’s choice while

preserving and enhancing the Debtors’ print products.

6. The Debtors’ print products are geographically clustered. This clustering strategy

creates significant synergies, efficiencies, and cost savings for their print products within each

cluster. These synergies include: (i) increased reach for advertisers; (ii) regional cross-selling of

advertising and promotion and (iii) regionalized news gathering and production efficiencies

through the consolidation of printing, distribution and back-office activities.

7. In response to industry wide challenges, which include the migration of

advertising revenue from print to digital and customers’ increasing preference to access news

digitally, the Debtors in early 2010 increased their investments to meet these challenges. The

Debtors launched a strategy that leveraged the power of their print brands to drive both digital


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audience and revenue on the media platforms of the customer’s choice while preserving and

enhancing the Debtors’ print products.

8. On February 21, 2009, JRC and its then-existing wholly owned subsidiaries each

filed a voluntary petition to reorganize under chapter 11 of the United States Bankruptcy Code in

the Southern District of New York. Upon consummation of their bankruptcy reorganization plan,

the Debtors implemented a significant change in their balance sheet whereby certain of their

outstanding secured and unsecured obligations were compromised and discharged, and new

equity in certain of the reorganized entities was issued to certain of their lenders. JRC emerged

from the chapter 11 proceedings in August 2009.

9. As of the Petition Date, the Debtors employ approximately 1,832 full-time and

525 part-time employees, or approximately 2,107 full-time equivalents. This reflects a decrease

of 25.1 percent from 2009 full-time equivalents. Approximately 23 percent of the Debtors’

employees are employed under collective bargaining agreements. As of the Petition Date, the

Debtors own 41 properties and are the tenants under leases of 34 properties.

10. JRC, the direct or indirect parent of all of the Debtors, leases and occupies a

substantial space at 5 Hanover Square, New York, New York 10005 (“5 Hanover”), which

serves as the “nerve” center for most of the Debtors’ critical operations. JRC has some of its

principal assets located at 5 Hanover, and many of the Debtors’ employees, including their Chief

Executive Officer, John Paton, work full time at 5 Hanover. The Debtors established their

presence at 5 Hanover as part of an effort to consolidate certain key editorial and other services

in one central location. As such, 5 Hanover now serves as the “brains” of the Debtors’ entire

business operations and is, in many respects, the most important asset of the Debtors. In addition,

the Debtors hold themselves out to the general public as being located at 5 Hanover. For


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example, on their website, the Debtors list only two addresses as their “location,” to wit: 5

Hanover and 790 Township Line Road, 3rd Floor, Yardley, Pennsylvania 19067.

11. Moreover, many of the Debtors’ key stakeholders are located or have a presence

in Manhattan—e.g. the Alden Lenders and Wells Fargo, the Debtors’ largest secured creditors,

both have a significant location in Manhattan. Finally, as discussed above, the Debtors prior

chapter 11 cases were administered in the Southern District of New York in 2009, which led to

confirmation of chapter 11 plans by this Court and consummation of such plans thereafter. In

those cases, the Southern District of New York proved to be an appropriate and convenient

venue for the Debtors and all of their stakeholders, and the Debtors believe that it will continue

to be a convenient venue for these cases. Finally, several of the Debtors are incorporated in New

York and have several key assets located in New York State and a significant presence

throughout New York (including four daily and ten nondaily publications in New York, with

over 37,100 paid subscribers and free distribution to 88,000).

B. Newspaper and Digital Operations

12. The Debtors’ digital presence consists of 237 individual websites, 38 smartphone

and digital applications and 19 mobile sites which are affiliated with its daily newspapers and

non-daily publications and its JobsInTheUS network of employment websites, as well as a

number of other online sites. The Debtors’ digital/online objective is to provide multi-platform

media to more fully satisfy the demands of the Debtors’ customers and advertisers for content

and advertising opportunities on the media platforms of their choice.

13. The Debtors own six daily newspapers and 42 non-daily publications serving

areas surrounding Philadelphia, Pennsylvania. These publications include, in Pennsylvania: The

Delaware County Daily and Sunday Times (Primos); The Daily Local News (West Chester); The

Mercury (Pottstown); The Times Herald (Norristown); The Reporter (Lansdale); Montgomery


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Newspapers, a group of 18 non-daily publications serving Montgomery County; Berks-Mont

Newspapers, a group of five non-daily publications serving Berks and Montgomery counties;

Intercounty Media Group, two publications serving Bucks County, PA and southern New Jersey.

Also, in New Jersey, the Debtors own The Trentonian (Trenton), a daily newspaper operation

focusing on news in New Jersey’s capital and its surrounding communities.

14. The Debtors also own two commercial printing companies in Pennsylvania:

Nittany Valley Offset in State College, Pennsylvania and InterPrint in Bristol, Pennsylvania. JRC

owns and operates an inter-company printing facility, Journal Register Offset in Exton, PA,

which prints 43 of the Debtors’ publications in addition to printing for nonaffiliated customers.

The Debtors’ six Greater Philadelphia daily newspapers have aggregate daily circulation of

125,029 and aggregate Sunday circulation of approximately 119,676. The aggregate non-daily

distribution in the Greater Philadelphia Cluster is approximately 222,890.

15. Each of the Debtors’ titles in the Greater Philadelphia area has a significant digital

presence as well as regional online titles such as www.allaroundphilly.com serving the Greater

Philadelphia Area. Content and sales resources and expenses are shared effectively and

efficiently between the print and the digital titles.

16. In Michigan, the Debtors operate three daily newspapers and 43 non-daily

publications primarily in the Greater Detroit area and other parts of Michigan. The daily

newspapers are The Oakland Press serving Pontiac and the surrounding communities, The

Macomb Daily serving Mt. Clemens and the surrounding communities and The Morning Sun

serving Isabella County. The non-daily publications are primarily aggregated into three groups:

the INI non-daily-group including Voice Newspapers, Advisor Source Newspapers and The

Daily Tribune collectively serving Macomb, St. Clair and Southern Oakland counties; the


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Morning Star Group serving Grand Traverse, Benzie, Alpena and Kalkaska counties; and the

Heritage Newspapers Group serving Wayne and Monroe counties. The aggregate circulation of

the daily newspapers is approximately 127,697 daily and approximately 165,802 Sunday

circulation. The non-daily publications have an aggregate distribution of approximately 671,375.

Each of the Debtors’ publications in the Michigan area has a significant digital presence as well.

Content and sales resources and expenses are shared effectively and efficiently between the print

and digital titles.

17. In Connecticut, the Debtors own The New Haven Register, a small metropolitan

daily newspaper with circulation of approximately 54,630 and Sunday circulation of

approximately 84,169, two suburban daily newspapers and 29 suburban non-daily publications.

Other suburban daily newspapers in the Connecticut Cluster are The Register Citizen

(Torrington) and The Middletown Press (Middletown). These two daily newspapers and The

New Haven Register have aggregate daily circulation of approximately 65,352 and

approximately 95,596 Sunday circulation. The non-daily publications have an aggregate

distribution of approximately 612,918. Included in the non-daily publications is Connecticut

Magazine, the state’s premier lifestyle magazine. The Connecticut daily newspapers and non-

daily publications serve a statewide audience with concentrations in western Connecticut

(Litchfield and Fairfield counties) to Hartford and its suburban areas, to the Greater New Haven

area, as well as the Connecticut shoreline from New Haven northeast to New London. Each of

the Debtors’ titles in Connecticut has a significant digital presence as well. Content and sales

resources and expenses are shared effectively and efficiently between the print and the digital

titles.


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18. The Debtors own two Cleveland, Ohio area daily newspaper operations, The

News Herald (Willoughby) and The Morning Journal (Lorain). The aggregate daily circulation

of the Cleveland area newspapers is approximately 54,355 and aggregate Sunday circulation of

the Cleveland area newspapers is approximately 58,514. The three non-daily publications in the

Greater Cleveland cluster have aggregate distribution of approximately 87,850. Each of the

Debtors’ titles in Cleveland has a significant digital presence as well. Content and sales resources

and expenses are shared effectively and efficiently between the print and digital titles.

19. The Debtors own three daily and eight non-daily publications in the Capital-

Saratoga Region of New York. The Debtors’ daily publications in this area include The Record

(Troy), The Saratogian (Saratoga Springs), The Oneida Daily Dispatch (Oneida), and eight non-

daily publications including the weekly Community News, serving Clifton Park. The daily

newspapers have aggregate daily circulation of approximately 22,858 and aggregate Sunday

circulation of approximately 16,877. The non-daily publications in this cluster have total

distribution of approximately 80,161.

20. The Debtors own one daily newspaper in the Mid-Hudson Region of New York,

The Daily Freeman in Kingston. The Debtors also operate a non-daily Spanish-language

newspaper, Las Noticias, as well as a real estate publication, Doorways. The Mid-Hudson

Region paper has a daily circulation of approximately 14,287, Sunday circulation of

approximately 18,140 and total non-daily distribution of approximately 8,580.

21. Each of the Debtors’ publications in the New York area has a significant digital

presence as well. Content and sales resources and expenses are shared effectively and efficiently

between the print and digital titles.


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C. Revenues.

22. Given the Debtors’ make-up of local and regional print and online titles,

substantially all advertising revenues are derived from a diverse group of local retailers and

classified advertisers rather than national and major account advertising. Historically, local

advertisers had fewer effective advertising vehicles from which to choose. In recent years, the

Debtors have experienced declining total advertising revenues due to the growing digital outlets

available to advertisers and general economic conditions. The newspaper industry, including the

Debtors, have experienced: declining print readership and circulation; declining print advertising

revenues due to alternative media platform choices for customers and advertisers; ongoing

margin pressure; and an ongoing free cash flow decline as print media pricing adapts to a more

digitally-oriented and highly-competitive marketplace. In response to these industry wide

challenges, the Debtors launched a strategy that leveraged the power of their print brands to drive

both digital audience and revenue on the media platforms of the customer’s choice while

preserving and enhancing the Debtors’ print products.

23. In an effort to directly combat recent advertising trends, the Debtors realigned

their sales resources to maximize national, regional and multi-media platform sales. In addition,

they have increased their digital offerings, such as online video, and launched a mobile platform

for content and advertising, and they have entered into sales, content and marketing relationships

to improve its monetizable content, increase their digital audience and revenue through online

revenue-sharing arrangements. Advertising revenues accounted for approximately 66.9 percent

of the Debtors’ total revenues from continuing operations for fiscal year 2011. The Debtors’

advertising rate structures vary among their publications and are a function of various factors,

including advertising effectiveness, local market conditions and competition, as well as

circulation, readership, demographics and type of advertising (whether display, classified or


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national) and size of digital audience. In fiscal year 2011, local and regional display advertising

accounted for the largest share of the Debtors’ advertising revenues (approximately 34.4

percent), followed by classified advertising (approximately 28.4 percent), preprints

(approximately 19.3 percent), digital advertising (approximately 15.3 percent) and national

advertising (approximately 2.6 percent). The Debtors’ advertising revenues are not reliant upon

any one company or industry, but rather are supported by a variety of companies and industries,

including financial institutions, telecom, realtors, car dealerships, grocery stores, universities,

hospitals and many other local businesses.

24. The Debtors’ circulation revenues are derived from home delivery sales of

publications to subscribers and single-copy sales made through retailers and vending racks as

well as sponsored copies. Circulation from continuing operations accounted for approximately

29.2 percent of the Debtors’ total revenues in fiscal year 2011. Approximately 67.6 percent of

fiscal year 2011 circulation newspaper revenues were derived from subscription sales, which

provide readers with the convenience of home delivery, and are an important component of the

Debtors’ circulation base. Single-copy rates range from $0.50 to $1.00 per daily copy and $1.50

to $2.00 per Sunday copy. The Debtors heavily promote single copy sales of their newspapers,

which comprised 32.4 percent of fiscal year 2011 circulation newspaper revenue, because they

believe that since single copy readers tend to be more active consumers of goods and services,

and such sales have even higher readership than subscription sales. Single copy sales also tend to

generate a higher profit margin than subscription sales, as single copy sales generally have

higher per unit prices and lower distribution costs. As of the Petition Date, the Debtors have a

total daily circulation of approximately 409,578, Sunday circulation of approximately 474,695,


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and non-daily distribution of approximately 1.7 million-most of which is distributed free of

charge.

D. The Debtors’ Prepetition Organizational Structure.

25. In June 2011, certain affiliates of Alden Global Capital Limited (“Alden”)

completed a purchase of the outstanding stock of JRC for $10.00 a share3. The stock of JRC is

currently held by Alden Global Distressed Opportunities Master Fund, L.P. and Alden Global

Value Recovery Master Fund, L.P. The chart attached hereto as Annex A depicts the Debtors’

organizational structure as of the Petition Date.

E. The Debtors’ Prepetition Capital Structure.

26. As of the Petition Date, the Debtors have outstanding debt obligations in the

aggregate principal amount of approximately $162,300,000, consisting primarily of secured debt

incurred in connection with the 2009 exit financing arrangements as the Debtors emerged from

bankruptcy. The Debtors’ primary debt obligations are set forth in three separate agreements –

(a) that certain Loan and Security Agreement (the “Revolving Loan Agreement”); (b) that certain

Term Loan Agreement (Tranche A) (the “Tranche A Loan Agreement”) and (c) that certain

Term Loan Agreement (Tranche B) (the “Tranche B Loan Agreement”).

(i) Revolving Loan Agreement.

27. The Revolving Loan Agreement was entered into on August 7, 2009, by and

among the Debtors as borrowers, and Wells Fargo, National Association (as successor in interest

to Wachovia Bank, National Association) as lender, and consists of (i) a revolving loan with a

maximum borrowing limit of $25,000,000 and (i) the issuance of letters of credit in an amount

3 100% of the stock of JRC had previously been issued to secured lenders pursuant to the confirmed plan of reorganization in the prior chapter 11 cases in August of 2009. Such stock was then sold to Alden in June of 2011.


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not to exceed $13,000,000. The obligations under the Revolving Loan Agreement are secured by

all assets of the Debtors, as set forth in the Revolving Loan Agreement. Pursuant to that

Intercreditor Agreement, dated as of August 7, 2009 (the “Intercreditor Agreement”), with

respect to (i) newsprint inventory, accounts receivables, deposit accounts, general intangibles to

the extent related to inventory, accounts receivable, deposit accounts and the real estate collateral

described in clause (ii), and related assets, subject to certain exceptions as set forth in the

Revolving Loan Agreement and (ii) some real estate collateral (the “Revolving Loan Agreement

Collateral”), the liens securing the obligations under the Revolving Loan Agreement are senior in

priority, operation and effect to those securing the obligations under the Tranche A Loan

Agreement and the Tranche B Loan Agreement. With respect to other collateral, the Revolving

Loan Agreement liens are junior to the Tranche A liens and senior to the Tranche B liens. As of

the Petition Date, $10,057,921 of principal amount is outstanding and $3.2 million in letters of

credit is outstanding under the Revolving Loan Agreement. Currently, there are events of default

existing under the Revolving Loan Agreement.

(ii) Tranche A Loan Agreement.

28. The Tranche A Loan Agreement was entered into on August 7, 2009, by and

among JRC as borrower, JPMorgan Chase Bank, N.A. as administrative agent, and the lenders

party thereto. Pursuant to an amendment to the Tranche A Loan Agreement executed in June

2011 (the “Tranche A 2011 Amendment”), Wells Fargo, National Association became the

administrative agent for the Tranche A Loan Agreement lenders. The Tranche A Term Loan

Agreement consists of a term loan in the original principal amount of $150,000,000. The loans

under the Tranche A Term Loan Agreement are secured by all assets of the Debtors, pursuant to

that certain Guarantee and Security Agreement, dated as of August 7, 2009, by and among JRC,

its subsidiaries as guarantors and Wells Fargo, National Association. Pursuant to the


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Intercreditor Agreement, with respect to the Revolving Loan Agreement Collateral, the liens

securing the obligations under the Tranche A Loan Agreement are junior in priority, operation

and effect to the liens securing the obligations under the Revolving Loan Agreement. The

Tranche A liens are senior to the Revolving Loan Agreement liens with respect to other

collateral, and are senior to the Tranche B liens with respect to all collateral.

29. Pursuant to the Tranche A 2011 Amendment, Alden Global Distressed

Opportunities Master Fund, L.P. and Alden Global Value Recovery Master Fund, L.P. (the

“Alden Lenders”), made additional loans in the amount of $104,214,695.39 and the Debtors

prepaid the then-existing Tranche A loan obligations (other than those held by the Alden

Lenders) such that the Alden Lenders are now the only remaining lenders under the Tranche A

Loan Agreement. As of the Petition Date, approximately $112.3 million in principal balance

remains outstanding under the Tranche A Loan Agreement. As of the Petition Date, there were

outstanding Event of Defaults under the Tranche A Loan Agreement and a cross-default with the

Revolving Loan Agreement.

(iii) Tranche B Loan Agreement.

30. The Tranche B Loan Agreement was entered into on August 7, 2009, by and

among JRC as borrower, Wells Fargo, National Association as administrative agent and the

lenders party thereto. The Tranche B Term Loan Agreement consists of a term loan in the

original principal amount of $75,000,000. Interest payments may be made entirely in cash or by

increasing the amount of the outstanding loans. The loans under the Tranche B Loan Agreement

are a secured by all assets of the Debtors, pursuant to that certain Guarantee and Security

Agreement, dated as of August 7, 2009, by and among JRC, its subsidiaries as guarantors and

Wells Fargo, National Association. Pursuant to the Intercreditor Agreement, the liens securing

the obligations under the Tranche B Loan Agreement are junior in priority, operation and effect


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to the liens securing the obligations under both (i) the Revolving Loan Agreement and (ii) the

Tranche A Loan Agreement.

31. Pursuant to an amendment to the Tranche B Loan Agreement executed in June

2011, the Alden Lenders made additional loans in the amount of $40,470,142.35 and the Debtors

prepaid the then-existing Tranche B loan obligations (other than those held by the Alden

Lenders) such that the Alden Lenders are now the only remaining lenders under the Tranche B

Loan Agreement. As of the Petition Date, approximately $40,000,000 in principal balance

remains outstanding under the Tranche B Loan Agreement. As of the Petition Date, there was an

outstanding Event of Default under the Tranche B Loan Agreement, a cross default due to the

defaults under the Revolving Loan Agreement and the Tranche A Loan Agreement.

II. Events Leading to These Chapter 11 Cases.

32. Since the beginning of 2010, the Debtors have focused on a strategy of growing

and investing in its digital businesses while maintaining as much value as possible from a

declining print business. It is expected that by year end 2012, overall annual operating costs

will have been reduced by $27.0 million, after taking into account $12.8 million in additional

costs associated with digital growth since the beginning of 2010. In addition, since August 2009,

the Debtors have reduced their outstanding debt by 28%. From year-end 2009 through 2011, the

Debtors have grown their digital revenue by 235% compared to a digital growth rate of 18.5%

for the industry during that time frame, with digital revenue growth of 107.7% in 2010, 61.0% in

2011 and 32.5% during the first six months of 2012.

33. Despite its success in digital media growth, the Debtors have been challenged by

a recent downturn in print advertising that was more severe than had been anticipated. In 2010,

newspaper industry print advertising declined 8.2 percent over the previous year. Based on the

2010 second-half trend, the industry expectation for print advertising in 2011 ranged from


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declines of 4-8 percent. However, the actual industry decline for Full Year 2011 was above that

range at 9.2 percent. Industry print decline projections for 2012 ranged from 4-8 percent, and in

the first quarter of 2012, revenues are 8.2 percent lower than the first quarter of 2011, according

to the Newspaper Association of America (the “NAA”). In total, print advertising from 2009 to

2011 has declined approximately 17% for the newspaper industry, according to the NAA, while

the Debtors’ print advertising has declined 19%. As print advertising revenues represented

56.7% of the Debtors’ total revenues for 2011, these declines have had a significant impact on

the Debtors’ financial results.

34. In addition to the decline in print advertising revenue, the Debtors have been

severely negatively impacted by costs relating to their legacy operations. The Debtors have

substantial lease, tax, trade and pension obligations, which have grown approximately 52% since

2009, relating to their legacy operations that, together with servicing their debt, leave the Debtors

in a position in which their projected cash flow is insufficient to meet their ongoing obligations.

35. The Debtors intend to implement a prompt sale of substantially all of their assets

subject to a public auction process. Currently, an affiliate of Alden has provided purchase terms

that the Debtors believe are in the best interests of their creditors, customers and employees.

However, the Debtors’ financial advisor will be running a marketing process seeking higher or

better competing bids on even more favorable terms, if any, to be obtained at an upcoming

auction. This process is designed to minimize the disruption and time spent in chapter 11 and to

allow the Debtors to continue operating smoothly in the ordinary course of business. The

stalking horse agreement contemplates that the vast majority of the existing unsecured creditors

(including trade and suppliers) will have their claims assumed by the buyer and thus paid in full

in the ordinary course of business. Moreover, the secured lenders of the Debtors (i.e. the Alden


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Lenders and Wells Fargo) have consented to the proposed sale process and, in fact, the sale will

have a significant positive impact on the balance sheet and businesses currently operated by the

Debtors because the Alden Lenders, as stalking horse bidder and holder of the largest secured

debt liability, will be credit bidding its debt in exchange for the assets. After the sale, the

businesses will not be burdened with the extensive secured and other debt and the costs of the

Debtors’ legacy operations, which will make such businesses currently better able to compete

and to weather the current stresses in the industry.

III. Evidentiary Support for First Day Motions.4

36. Concurrently with the filing of the their chapter 11 petitions, the Debtors have

filed a number of First Day Motions seeking relief that the Debtors believe is necessary to enable

them to operate with minimal disruption and loss of productivity. The Debtors request that the

relief requested in each of the First Day Motions be granted as critical elements in ensuring a

smooth transition into, and stabilizing and facilitating the Debtors’ operations during the

pendency of, these chapter 11 cases. I have reviewed each of the First Day Motions discussed

below, and the facts set forth in each First Day Motion are true and correct to the best of my

knowledge and belief with appropriate reliance on corporate officers and advisors.

1. ADMINISTRATIVE MOTIONS

A. Motion for Entry of an Order Directing Joint Administration of ther Debtors’ Related Chapter 11 Cases

37. By this motion (the “Joint Administration Motion”), the Debtors seek entry of an

order directing joint administration of their chapter 11 cases for procedural purposes only. The

Debtors request that the Court maintain one file and one docket for all of the jointly administered

4 Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in such motion as set forth below.


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cases under the case number assigned to Journal Register Company and that their chapter 11

cases be administered under a consolidated caption.

38. The Debtors also request that an entry be made on the docket of the Journal

Register Company chapter 11 case that is substantially similar to the following:

An order has been entered in accordance with Rule 1015(b) of the Federal Rules of Bankruptcy Procedure directing joint administration of the chapter 11 cases of Journal Register Company, Digital First Media Inc., Register Company, Inc., Chanry Communications Ltd., Pennysaver Home Distribution Corp., All Home Distribution Inc., JR East Holdings, LLC, Journal Register East, Inc., Journal Company, Inc., JRC Media, Inc., Orange Coast Publishing Co., St. Louis Sun Publishing Co., Middletown Acquisition Corp., JiUS, Inc., Journal Register Supply, Inc., Northeast Publishing Company, Inc., Hometown Newspapers, Inc., The Goodson Holding Company, Acme Newspapers, Inc., 21st Century Newspapers, Inc., Morning Star Publishing Company, Heritage Network Incorporated, Independent Newspapers, Inc., Voice Communications Corp., Great Lakes Media, Inc., Up North Publications, Inc., Greater Detroit Newspaper Network, Inc., Great Northern Publishing, Inc., and Saginaw Area Newspapers, Inc. All further pleadings and other papers shall be filed in, and all further docket entries shall be made in, Case No. 12-_________ (____).

39. The Debtors also seek authority to file the monthly operating reports required by

the Operating Guidelines and Reporting Requirements for Debtors in Possession and Trustees,

issued by the Office of the United States Trustee for the Southern District of New York, on a

consolidated basis. However, the Debtors intend to track and break out disbursements on a

debtor-by-debtor basis.

40. I have reviewed the Joint Administration Motion and verify that the facts set forth

therein are accurate, and I believe the relief requested in the Joint Administration Motion is in

the best interest of the Debtors’ estates, their creditors, and all other parties in interest, and will

enable the Debtors to continue to operate their businesses in chapter 11 without disruption.


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Accordingly, on behalf of the Debtors, I respectfully submit that the Joint Administration Motion

should be approved.

B. Debtors’ Motion for an Order Authorizing the Debtors to (A) Prepare a List of Creditors in Lieu of a Formatted Mailing Matrix, (B) File a Consolidated List of the Debtors’ 50 Largest Unsecured Creditors and (C) Mail Initial Notices

41. By this motion (the “Consolidation Motion”), the Debtors seek entry of the

Proposed Order authorizing the Debtors to (a) prepare a consolidated list of creditors in the

format or formats currently maintained in the ordinary course of business in lieu of submitting

any required mailing matrix, (b) file a consolidated list of the Debtors’ 50 largest unsecured

creditors, and (c) mail initial notices through the Proposed Claims and Noticing Agent.

42. I have reviewed the Consolidation Motion and verify that the facts set forth

therein are accurate, and I believe the relief requested in the Consolidation Motion is in the best

interest of the Debtors’ estates, their creditors, and all other parties in interest, and will enable the

Debtors to continue to operate their businesses in chapter 11 without disruption. Accordingly, on

behalf of the Debtors, I respectfully submit that the Consolidation Motion should be approved.

C. Debtors’ Motion for an Order Extending the Time to File (I) Schedules of Assets and Liabilities, Schedules of Current Income and Expenditures, Schedules of Executory Contracts and Unexpired Leases and Statements of Financial Affairs and (II) Reports of Financial Information

43. By this motion (the “Extension Motion”), the Debtors seek entry of the Proposed

Order extending the deadline to file (i) the Schedules and Statements for an additional 45 days,

without prejudice to the Debtors’ ability to request additional time should it become necessary,

and (ii) the 2015.3 Reports or to file a motion with the Court seeking a modification of such

reporting requirements until 45 days after the meeting of creditors to be held pursuant to section

341 of the Bankruptcy Code for cause.


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44. I have reviewed the Extension Motion and verify that the facts set forth therein

are accurate, and I believe the relief requested in the Extension Motion is in the best interest of

the Debtors’ estates, their creditors, and all other parties in interest, and will enable the Debtors

to continue to operate their businesses in chapter 11 without disruption. Accordingly, on behalf

of the Debtors, I respectfully submit that the Extension should be approved.

2. OPERATIONAL MOTIONS

A. Debtors’ Motion for Entry of Interim and Final Orders Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364 and 507 and Rules 2002, 4001 and 9014 of the Federal Rules of Bankruptcy Procedure (I) Authorizing the Debtors to Incur Postpetition Secured Indebtedness with Priority over Existing Secured Indebtedness and with Administrative Superpriority, (II) Granting Liens, (III) Authorizing the Debtors to Use Cash Collateral Pursuant to 11 U.S.C. § 363 and Providing for Adequate Protection, (IV) Modifying Automatic Stay and (V) Scheduling a Final Hearing

45. By this motion (the “DIP Motion”), the Debtors seek entry of the Interim and

Final Orders, inter alia:

(a) under Bankruptcy Code Sections 363 and 364, authorizing them to obtain

postpetition financing consisting of a revolving credit and letter of credit facility and a

term loan from Wells Fargo under the DIP Credit Agreement, with funds thereunder

available for use in accordance with the terms set forth in the Ratification Agreement,

which generally provides for the following:

i. funding the Debtors’ day-to-day operations and working capital needs in

accordance with the Budget (defined below, a copy of which is attached hereto);

ii. pay over time all outstanding prepetition amounts under the Revolving

Credit Agreement; and

iii. conversion of all existing letters of credit under the Revolving Credit

Agreement into postpetition obligations under the DIP Credit Agreement;


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(b) authorizing the Debtors to enter into and approving the Ratification Agreement

and the other DIP Financing Agreements;

(c) under Bankruptcy Code Section 364(c)(1), and subject to the Carve Out, granting

superpriority claim status to the claims of the DIP Lender under the DIP Financing

Agreements;

(d) under Bankruptcy Code Sections 364(c)(2), (c)(3) and (d), as security for the

repayment of the borrowings and other obligations arising under the DIP Credit

Agreement, authorizing the Debtors to grant to Wells Fargo, as DIP lender under the DIP

Credit Agreement, priming security interests in and liens upon the Collateral, subject to

the Carve Out and specified priority liens;

(e) under Bankruptcy Code Sections 361, 363(c)(2) and 363(e), authorizing the

consensual use by the Debtors in accordance with the Budget of the Prepetition

Collateral, including the Cash Collateral, and to provide adequate protection with respect

to any diminution in the value of the Prepetition Collateral;

(f) under Bankruptcy Code Section 362, modifying the automatic stay to the extent

set forth in the DIP Credit Agreement and the DIP Orders;

(g) pursuant to Bankruptcy Rule 4001, scheduling a preliminary hearing on this

Motion and authorizing the Debtors from the entry of the Interim Order until the Final

Hearing to obtain credit under the terms contained in the DIP Credit Agreement and to

utilize Collateral, including Cash Collateral, on the terms set forth in the Interim Order;

and

(h) pursuant to Bankruptcy Rule 4001, scheduling a Final Hearing on this Motion and

establishing notice procedures in respect of the Final Hearing by this Court to consider


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entry of the Final Order authorizing the Debtors to borrow the balance of the DIP Credit

Facility on a final basis.

46. I have reviewed the DIP Motion and verify that the facts set forth therein are

accurate, and I believe the relief requested in the DIP Motion is in the best interest of the

Debtors’ estates, their creditors, and all other parties in interest, and will enable the Debtors to

continue to operate their businesses in chapter 11 without disruption. Accordingly, on behalf of

the Debtors, I respectfully submit that the DIP Motion should be approved.

B. Motion for Entry of Interim and Final Orders (A) Authorizing, but not Directing, the Debtors to Pay Certain Pre-Petition Wages, Compensation and Employee Benefits and Continue Payment of Wages, Compensation and Employee Benefits in the Ordinary Course of Business; and (B) Authorizing and Directing Applicable Banks and Other Financial Institutions to Process and Pay All Checks Presented for Payment and to Honor All Funds Transfer Requests Made by the Debtors Relating to the Foregoing

47. By this motion (the “Employee Wage Motion”), the Debtors seek entry of interim

and final orders (i) authorizing (but not directing) them to pay, in their sole discretion, the pre-

petition Employee Obligations as described in the Employee Wage Motion and all costs incident

thereto; (ii) authorizing (but not directing) the Debtors to continue to honor their practices,

programs and policies with respect to the Employees, including ADP administration as such

practices, programs and policies were in effect as of the Petition Date, with authorization (but not

direction) to pay the Employee Obligations that become due and owing during the pendency of

these cases; (iii) authorizing (but not directing) the Debtors to pay, in their sole discretion, all

payments as of the petition date due and owing in connection with Employee Expense

Obligations, and to continue to make any payments occurring in the ordinary course of business,

including any such payments to Amex and (iv) authorizing and directing Disbursement Banks to

receive, process and pay any and all checks drawn on the Debtors’ accounts and automatic


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transfers to the extent that such checks or transfers relate to any of the foregoing. This Motion is

intended only to permit the Debtors, in their discretion, to make payments consistent with those

pre-petition policies to the extent that, without the benefit of an order approving this Motion,

such payments would be inconsistent with the Bankruptcy Code.

48. Preservation of the value of the estates depends upon a stable work force. Thus,

any significant number of Employee departures or deterioration in morale at this time will

substantially and adversely impact the Debtors’ business and result in immediate and irreparable

harm to the estates and their creditors. There is a real, immediate risk that if the Debtors are not

authorized to continue to satisfy Employee Obligations in the ordinary course, Employees would

no longer support and maintain the operations of the Debtors, thereby crippling the Debtors’

business operations and instantly destroying the prospects of realizing maximum value for the

Debtors’ assets. Consequently, it is critical that the Debtors continue, in their ordinary course,

personnel policies, programs and procedures that were in effect prior to the Petition Date, except

as otherwise set forth in the Employee Wage Motion, for all of their Employees.

49. I have reviewed the Employee Wage Motion and verify that the facts set forth

therein are accurate, and I believe the relief requested in the Employee Wage Motion is in the

best interest of the Debtors’ estates, their creditors, and all other parties in interest, and will


Accordingly, on behalf of the Debtors, I respectfully submit that the Employee Wage Motion

should be approved.

C. Motion for Entry of Interim and Final Orders Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code and Bankruptcy Rule 6003 Authorizing Debtors to Continue Insurance Policies and Agreements Relating Thereto and to Honor Certain Prepetition Obligations in Respect Thereof


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50. By this motion (the “Insurance Motion”), the Debtors seek entry of interim and

final orders authorizing them, to maintain the Insurance Policies, as defined in the Insurance

Motion and to make certain premium, deductible and other payments in their discretion with

respect to the Insurance Policies, on an uninterrupted basis, in accordance with the Debtors’

prepetition practices, including with respect to Insurance Policies that will expire by their terms

in the early weeks of these chapter 11 cases.

51. In connection with the operation of their respective businesses, the Debtors

maintain various insurance programs, including those providing coverage for liability related to

workers’ compensation, property damage, automobile use and directors and officers through

different insurance carriers. Continued maintenance of the Insurance Policies serves to preserve

the value of the Debtors’ estates. The nonpayment of any premiums, deductibles, or related fees

in connection with the Debtors’ obligations in connection with the Insurance Policies could

result in one or more of the Insurance Carriers cancelling an existing policy and/or declining to

renew their insurance policies. If the Debtors’ insurance is allowed to lapse, the Debtors could

be exposed to substantial liability for damages resulting to persons and property of the Debtors

and others, which exposure could have an extremely negative impact on the Debtors’ estates.

Furthermore, the Debtors would then be required to obtain replacement policies on a highly

expedited basis at a potentially significant cost to the estate. Accordingly, the Debtors

respectfully request that they be authorized to make all payments in respect of their insurance

obligations currently due and going forward.

52. I have reviewed the Insurance Motion and verify that the facts set forth therein are

accurate, and I believe the relief requested in the Insurance Motion is in the best interest of the



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the Debtors, I respectfully submit that the Insurance Motion should be approved.

D. Debtors’ Motion for Entry of an Interim and Final Order Authorizing the Debtors to Continue to Honor Customer Programs in the Ordinary Course of Business

53. By this motion (the “Customer Programs Motion”), the Debtors seek the entry of

interim and final orders authorizing them to temporarily continue the Customer Programs in the

ordinary course of business. In the ordinary course of business and as is customary in the

newspaper industry, the Debtors engage in certain activities to develop and sustain a positive

reputation and relationship with their customers, advertisers and vendors to effectively promote

their newspapers and online presence. To that end, the Debtors have implemented various

customer programs and policies designed to ensure customer satisfaction, increase sales,

maintain customer loyalty, improve profitability, and generate goodwill for the Debtors and their

products.

53. The Customer Programs, which include, among others, reimbursements related to

prepaid advertising and subscriptions, and adjustments for advertising and billing errors, are

commonplace in the Debtors’ industry and among the Debtors’ competitors. The universal goals

of the Customer Programs are to meet competitive pressures, maximize sales, ensure customer

satisfaction, and generate brand loyalty and goodwill for the Debtors, thereby retaining current

customers, attracting new ones and ultimately enhancing net revenue.

54. I have reviewed the Customer Program Motion and verify that the facts set forth

therein are accurate, and I believe the relief requested in the Customer Program Motion is in the




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Accordingly, on behalf of the Debtors, I respectfully submit that the Customer Program Motion

should be approved.

E. Debtors’ Motion for Entry of an Interim and Final Order (A) Authorizing the Debtors to (I) Continue Use of Existing Cash Management System, Bank Accounts and Business Forms and (II) Authorizing Debtors to Open New Debtors-in-Possession Accounts, and (B) Extending the Debtors’ Time to Comply With Section 345(b) of the Bankruptcy Code

54. By this motion (the “Cash Management Motion”), the Debtors seek entry of

interim and final orders authorizing them to: (a) continue to use their Cash Management System,

Bank Accounts and business forms, (b) treat the Bank Accounts for all purposes as accounts of

the Debtors as debtors-in-possession; (c) if appropriate, open new debtor-in-possession accounts

and/or close any existing accounts, provided that the Debtors give prior notice to the Office of

the United States Trustee for the Southern District of New York and any official committees

appointed in these chapter 11 cases; and (d) use, in their present form, all correspondence and

business forms (including, without limitation, letterhead, purchase orders and invoices), and

documents related to the Bank Accounts, existing immediately before the Petition Date, without

reference to their status as debtors-in-possession.

55. The Debtors further request that the Court authorize and direct the Cash

Management Banks to, subject to the Account Control Agreements and the Proposed Cash

Collateral Order: (i) continue to maintain, service and administer such accounts, and (ii) debit the

Debtors’ accounts in the ordinary course of business on account of: (a) all checks drawn on the

Debtors’ accounts that are cashed at the Cash Management Banks or exchanged for cashier’s

checks by the payees, thereof, prior to the Petition Date; (b) all checks or other items deposited

in one of the Debtors’ accounts with the Cash Management Banks prior to the Petition Date that

have been dishonored or returned unpaid for any reason, together with any fees and costs in


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connection therewith, to the same extent that the Debtor was responsible for such items prior to

the Petition Date; and (c) all undisputed prepetition amounts outstanding as of the date hereof, if

any, owed to the Cash Management Banks as service charges for the maintenance of the Cash

Management System.

56. I have reviewed the Cash Management Motion and verify that the facts set forth

therein are accurate, and I believe the relief requested in the Cash Management Motion is in the



Accordingly, on behalf of the Debtors, I respectfully submit that the Cash Management Motion

should be approved.

F. Motion for Interim and Final Orders Authorizing the Debtors to Pay Prepetition Sales and Use Taxes and Related Obligations

57. By this motion (the “Tax Motion”), the Debtors seek entry of interim and final

orders authorizing the payment of certain prepetition sales and use taxes and related obligations

owed to various taxing authorities.

58. In the ordinary course of business, the Debtors are required to collect the Sales

Taxes from purchasers of their products and periodically remit the Sales Taxes to the applicable

Taxing Authorities. Typically, Sales Taxes accrue as products are sold, and such taxes are

calculated based on a statutory percentage of the sale price. The statutory percentage required to

be withheld by each of the Debtors varies by the state and county in which the Debtors operate.

The process by which the Debtors remit the Sales Taxes also varies, depending on the nature of

the tax and the Taxing Authority to be paid. Most Taxing Authorities require that the Sales

Taxes be remitted monthly, whereas others require quarterly or semi-annual remittances. The


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frequency required by a Taxing Authority is generally dependent upon the level of sales volume

within that Taxing Authority’s jurisdiction.

59. The Debtors also incur use taxes. The Debtors’ liability for Use Taxes arises

from purchases of fixed assets, supplies or signage without sales tax.

60. The Debtors traditionally remit Sales Taxes and Use Taxes by mailing physical

checks or ACH electronic transfers. As of the Petition Date, the Debtors estimate that

approximately $20,000 in Sales Taxes and Use Taxes relating to the prepetition period will be

due and owing to the Taxing Authorities in the ordinary course of business. The Debtors seek

authority to pay all prepetition obligations in respect of the Taxes owed to the Taxing

Authorities, as further set forth in the Proposed Interim Order. The Debtors estimate that

payments made pursuant to the relief requested herein will not exceed $20,000. In addition, to

the extent that any checks, drafts, deposits or transfers issued or initiated by the Debtors on

account of Taxes have not cleared as of the Petition Date, the Debtors also seek an order

directing banks and other financial institutions to honor and process such payments.

61. I have reviewed the Tax Motion and verify that the facts set forth therein are

accurate, and I believe the relief requested in the Tax Motion is in the best interest of the



the Debtors, I respectfully submit that the Tax Motion should be approved.

G. Motion for Entry of Interim and Final Orders Authorizing Payment of Prepetition Claims of Shippers and Other Lien Claimants, and Granting Related Relief

62. By this motion (the “Shippers Motion”), the Debtors seek entry of the Proposed

Orders granting the Debtors the authority to: (A) continue to pay, in the ordinary course of


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business, the prepetition claims of shippers and lien claimants; and (B) have financial institutions

honor and pay all related checks and transfers; provided, however, that within 21 days after the

Petition Date, the Debtors will only pay the Claims described below to the extent the Debtors

determine, in the exercise of their business judgment, that such payment is necessary to avoid

immediate and irreparable harm to the Debtors; provided, further, that in no event shall the

Debtors pay any Claims described herein before such amounts are due and payable.

63. The Debtors’ operations necessarily depend on an extensive shipping and

distribution network as they move newspapers and Products to and from their printing,

processing and distribution centers to customers, both large and small, in the markets in which

they operate. The Debtors’ operations rely on common carriers for reliable and timely transport

and delivery of date sensitive pre-printed advertising materials to be inserted into the Debtors’

daily and Sunday newspapers. As such, the Debtors’ business necessitates the coordination of,

and reliance upon the Shippers.

64. In the aggregate, the Debtors operate a combined fleet of more than 195 vans,

trucks and other delivery vehicles to deliver the Products throughout their key markets.

65. The Debtors hire Shippers to transport, store and deliver the Products to the

Debtors’ distribution centers and other various facilities.

66. The Debtors have carefully cultivated a reputation for reliability and

dependability among their customers. Many of the Debtors’ pricing policies and marketing

strategies revolve around their ability to meet individual customer needs on a timely, dependable

and often custom-tailored basis. This reputation, in turn, depends on the ability to timely deliver

the Debtors’ product to their customers who all rely on the Debtors’ efficient and reliable

service.


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67. The Debtors accordingly must maintain a reliable and efficient supply and

distribution network during the pendency of these chapter 11 cases. If the Debtors’ facilities do

not receive delivery of products and newspapers when scheduled, and the Debtors’ customers are

unable to receive Products, the Debtors’ operations will be severely and adversely affected, and

production may even be stopped. As a result, the Debtors may suffer, at a minimum, a

significant loss of credibility and customer goodwill as well as revenue, thereby causing

substantial and potentially irreparable harm to their businesses and the value of their estates.

68. At any given time, and from time to time, the Debtors engage approximately four

Shippers to ensure a smoothly functioning delivery network. As of the Petition Date, the

Debtors estimate that the Shipper Claims total no more than $16,000, collectively, and other

similarly situated potential Lien Claimants

69. The Debtors will, in their discretion, attempt to condition any payment on account

of a Claim on the written acknowledgment from the applicable Shipper or Lien Claimant that it

will continue to provide its services to the Debtors on trade terms that, at a minimum, such

Shipper or Lien Claimant provided to the Debtors in the six months prior to the Petition Date, or

such other trade practices and programs that are at least as favorable to the Debtors as those in

effect prior to the Petition Date. Furthermore, the Debtors reserve the right to negotiate more

favorable trade terms with any Shipper or Lien Claimant as a condition to payment of its Claim.

70. The Debtors will only pay those Claims that they believe, in their business

judgment, are necessary or appropriate. The Debtors submit that the total amount to be paid to

the Shippers and Lien Claimants on account of their prepetition claims is minimal compared to

the direct and indirect losses the Debtors would suffer if a Shipper or Lien Claimant refused to

deliver products and newspapers.


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71. The Debtors’ business operations and reorganization efforts depend on a reliable

and efficient supply and distribution network. Because the Debtors rely on third parties for the

delivery of goods to their customers, it is essential that their bankruptcy cases not provide a

reason or excuse for any such party to cease timely provision of its services. If the Debtors are

unable to produce their Products, or if the Debtors’ customers are unable to receive such

Products on a timely and uninterrupted basis, the Debtors will likely suffer a significant loss of

revenue and market share, thereby causing irreparable harm to their businesses and the value of

their estates.

72. I have reviewed the Shippers Motion and verify that the facts set forth therein are

accurate, and I believe the relief requested in the Shippers Motion is in the best interest of the



the Debtors, I respectfully submit that the Shippers Motion should be approved.

3. RETENTION APPLICATIONS

A. Application For an Order Appointing American Legal Claim Services, LLC as Claims, Balloting and Noticing Agent for the Debtors Pursuant to 28 U.S.C. § 156(c), 11 U.S.C. § 105(a), S.D.N.Y. LBR 5075-1 and General Order M-409

73. By this application (the “ALCS Application”), the Debtors request entry of an

order appointing American Legal Claim Services, LLC (“ALCS”) to act as the Agent in order to

assume responsibility for the distribution of notices and the maintenance, processing, and

docketing of proofs of claim filed in the Debtors’ cases. The Debtors’ selection of ALCS to act

as the Agent has satisfied the Court’s Protocol for the Employment of Claims and Noticing

Agents under 28 U.S.C. § 156(c), in that the Debtors have obtained and reviewed engagement

proposals from at least two (2) other court-approved claims and noticing agents to ensure


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selection through a competitive process. Moreover, the Debtors submit, based on all engagement

proposals obtained and reviewed, that ALCS’s rates are competitive and reasonable given

ALCS’s quality of services and expertise. The terms of retention are set forth in the Engagement

Agreement annexed to the ALCS Application; provided, however, that ALCS is seeking

approval solely of the terms and provisions as set forth in the ALCS Application and the

proposed order attached hereto.

74. Although the Debtors have not yet filed their schedules of assets and liabilities,

they anticipate that there will be thousands of entities to be noticed. In view of the number of

anticipated claimants and the status of the Debtors’ businesses, the Debtors submit that the

appointment of a claims and noticing agent is both necessary and in the best interests of both the

Debtors’ estates and their creditors.

75. By appointing ALCS as the Agent in these cases, the distribution of notices and

the processing of claims will be expedited, and the clerk’s office will be relieved of the

administrative burden of processing what may be a large number of claims.

76. I have reviewed the ALCS Application and verify that the facts set forth therein

are accurate, and I believe the relief requested in the ALCS Application is in the best interest of

the Debtors’ estates, their creditors, and all other parties in interest, and will enable the Debtors

to continue to operate their businesses in chapter 11 without disruption. Accordingly, on behalf

of the Debtors, I respectfully submit that the ALCS Application should be approved.

INFORMATION REQUIRED BY LOCAL BANKRUPTCY RULE 1007-2

77. Local Bankruptcy Rule 1007-2 requires certain information related to the Debtors,

which I have provided in the exhibits attached hereto as Exhibit A through Exhibit L.


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Specifically, these exhibits contain the following information with respect to the Debtors on a

consolidated basis), unless otherwise noted:5

Pursuant to Local Bankruptcy Rule 1007-2(a)(3), Exhibit A hereto provides the names and addresses of the members of, and attorneys for, any committee organized prior to the order for relief in the chapter 11 cases, and a brief description of the circumstances surrounding the formation of the committee and the date of formation.

Pursuant to Local Bankruptcy Rule 1007-2(a)(4), Exhibit B hereto provides the following information with respect to each of the holders of the Debtors’ 50 largest unsecured claims, excluding the claims of insiders: the creditor’s name; the address (including the number, street, apartment, or suite number, and zip code, if not included in the post office); the telephone number; the name(s) of person(s) familiar with the Debtors’ account; the nature and approximate amount of the claim; and an indication of whether the claim is contingent, unliquidated, disputed, or partially secured.

Pursuant to Local Bankruptcy Rule 1007-2(a)(5), Exhibit C hereto provides the following information with respect to each of the holders of the five largest secured claims against the Debtors: the creditor’s name; address (including street number, street, apartment or suite number, and zip code, if not included in the post office address); the amount of the claim; a brief description of the claim; an estimate of the value of the collateral securing the claim; and an indication of whether the claim or lien is disputed at the time.

Pursuant to Local Bankruptcy Rule 1007-2(a)(6), Exhibit D hereto provides a summary of the Debtors’ assets and liabilities.

Pursuant to Local Bankruptcy Rule 1007-2(a)(7), Exhibit E hereto provides a summary of the publicly held securities of the Debtors.

5 The information contained in the Exhibits attached to this Declaration shall not constitute an admission of liability by, nor is it binding on, the Debtors. The Debtors reserve all rights to assert that any debt or claim listed herein is a disputed claim or debt, and to challenge the priority, nature, amount, or status of any such claim or debt. The descriptions of the collateral securing the underlying obligations are intended only as brief summaries. In the event of any inconsistencies between the summaries set forth and the respective corporate and legal documents relating to such obligations, the descriptions in the corporate and legal documents shall control.


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Pursuant to Local Bankruptcy Rule 1007-2(a)(8), Exhibit F hereto provides the following information with respect to any property in possession or custody of any custodian, public officer, mortgagee, pledge, assignee or rents, or secured creditors, or agent for such entity: the name; address; and telephone of such entity and the court in which any proceeding relating thereto is pending.

Pursuant to Local Bankruptcy Rule 1007-2(a)(9) Exhibit G hereto provides a list of the property comprising the premises owned, leased, or held under other arrangement from which the Debtors operate their business.

Pursuant to Local Bankruptcy Rule 1007-2(a)(10) Exhibit H hereto sets forth the location of the Debtors’ substantial assets, the location of their books and records, and the nature, location, and value of any assets held by the Debtors outside the territorial limits of the U.S.

Pursuant to Local Bankruptcy Rule 1007-2(a)(11), Exhibit I hereto provides a list of the nature and present status of each action or proceeding, pending or threatened, against the debtors or their property where a judgment or seizure of their property may be imminent.

Pursuant to Local Bankruptcy Rule 1007-2(a)(12), Exhibit J hereto sets forth a list of the names of the individuals who comprise the Debtors’ existing senior management, their tenure with the Debtors, and a brief summary of their relevant responsibilities and experience.

Pursuant to Local Bankruptcy Rule 1007-2(b)(1)-(2)(A), Exhibit K hereto provides the estimated amount of payroll to the Debtors’ employees (not including officers, directors, and equity holders) and the estimated amounts to be paid to officers, equity holders, directors, and financial and business consultants retained by the Debtors, for the 30-day period following the Petition Date.

Pursuant to Local Bankruptcy Rule 1007-2(b)(3), Exhibit L hereto provides a schedule, for the 30-day period following the Petition Date, of estimated cash receipts and disbursements, net cash gain or loss, obligations and receivables expected to accrue but remain unpaid, other than professional fees, for the 30-day period following the filing of the chapter 11 cases, and any other information relevant to an understanding of the foregoing.



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EXHIBIT A

Committees Organized Prior to Order for Relief

No ad hoc committees of creditors were formed prior to the Petition Date.


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EXHIBIT B

50 Largest Unsecured Claims

Rank Name of creditor Name, telephone number and complete mailing address, including zip code, of

employee, agent, or department of creditor familiar with claim who may be

contacted

Nature of claim (trade debt, bank loan,

government contract, etc.)

Indicate if claim is

contingent, unliquidated, disputed or subject to

setoff1

Amount of claim

1 State of Connecticut p. (860) 808-5150 attn: Dennis S. Mondell 55 Elm Street, P.O. Box 120 Hartford, CT 06141

Tax Claim Settlement

$4,339,349.25

2 Journal Register Company Retirement Plan Trust

p. f. e. attn:BNY Mellon Asset Servicing 135 Santilli Highway Everett, MA 02149

Pension Contribution

$3,200,000.00

3 Kruger Inc. p. (203) 364-1687 f. (514) 343-3126 e. [email protected] P.O. Box 71455 Chicago, IL 60694-1455

Trade $402,709.22

4 Affinity Express, Inc p. (847) 930-3200 f. e. Department 4397 Carol Stream, IL 60122-4397

Trade $300,091.33

5 White Birch Paper Company

p. (203) 661-3344 f. e. PO Box 79443 Baltimore, MD 06830

Trade $261,213.50

6 Full Throttle Digital Media

p. f. e. 5525 W Olympic Blvd Suite 301 Los Angeles, CA 90036

Trade $216,900.00

7 Monster Worldwide, Inc Dba monster

p. (800) 666-7837 f. e. P.O. Box 416803 Boston, MA 02241-6803

Trade $186,041.05

1 The Debtors reserve their rights to dispute the claims on this schedule on any basis.


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8 Xpedx p. (888) 863-9769 (888) 973-3978 f. e. PO Box 644520 Pittsburgh, PA 15264-4520

Trade $110,718.87

9 Carey,Kramer,Pettit,Panichelli & Assoc.

p. (610) 341-0200 f. (610) 341-0260 e. PO Box 824435 Philadelphia, PA 19182-4435

Rent $107,542.92

10 CDW Direct LLC p. (800) 800-4239 f. (847) 465-6800 e. [email protected] Attn: Credit 200 N Milwaukee Vernon, IL 60061

Trade $104,671.79

11 City of Mount Clemens-Treas

p. (586) 469-6818 ext. 1 f. (586)-469-7603 e. [email protected] 1 Crocker Blvd Mount Clemens, MI 48043-2525

Utility $96,632.19

12 Sun Chemical A Division of US Ink C

p. (973) 404-6000 f. (973)-404-6001 e. PO Box 2193 Carol Stream, IL 60132-2193

Trade $86,269.45

13 Montgomery, Mccracken, Walker& Rhoads, Llp

p. (215) 772-1500 f. (215) 772-7620 e. [email protected] 123 South Broad Philadelphia, PA 19109-1099

Legal $77,032.53

14 Flint Group North American Corporat

p. (734) 781-4600 f. (734) 781-4699 e. 1455 Paysphere Circle Chicago, IL 60674

Trade $73,834.94

15 Publishers Circulation Fulfillment

p. (410) 821-8614 f. e. [email protected] 22 W Pennsylvania Ave Suite 505 Towson, MD 21204

Trade $59,977.41

16 AT&T Mobility p. (404)236-6000 f. e. PO Box 6463 Carol Stream, IL 60197-6463

Utility $54,747.67

17 Saxotech Inc p. (813) 221-1600 f. (813) 221-1604 e. [email protected] 302 Knights Run Avenue Suite 1150 Tampa, FL 33602

Trade $52,692.90


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18 XO Communications Services

p. 703-547-2000 f. e. 14239 Collections Center Chicago, IL 60693

Utility $52,182.90

19 Southern Lithoplate Inc

p. f. 919-554-0786 e. [email protected] PO Box 741887 Atlanta, GA 30374-1887

Trade $51,040.00

20 G.E. Richards Graphic Supply

p. 717.898.3151 f. e. [email protected] PO Box 339 Landisville, PA 17538

Trade $50,563.09

21 Jams Media, LLC p. 810-245-9343 f. 810-245-9375 e. [email protected] 10450 Enterprise Drive Davisburg, MI 48350

Trade $50,155.36

22 Keilhauer p. 800-724-5665 f. 416-759-5723 e. Dept CH 17170 Palatine, IL 60055-7170

Trade $46,760.87

23 AGFA Corp p. 800.540.2432 f. 201.440.6794 e. PO Box 2123 Carol Stream, IL 60132-2123

Trade $41,862.30

24 United Illuminating Co.

p. 800-442-5004 f. 203-499-2411 e. Attn: Jim Piergrossi PO Box 9230 Chelsea, MA 02150-9230

Utility $41,619.32

25 Gallagher Fiduciary Advisors LLC

p. 215.545.6000 f. 215.557.4525 e. PO Box 71396 Chicago, IL 60694-1396

Consulting $35,000.00

26 PDI Plastics, Cannon Group, Inc.

p. 800-634-0017 f. 614-890-0467 e. [email protected] PO Box 635994 Cincinnati, OH 45263-5994

Trade $34,528.32

27 Mt Pleasant Commerce Center LLC

p. (262) 938-4449 f. e. [email protected] PO Box 503 Mt Pleasant, MI 48804-0503

Rent $30,285.00


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28 Ouky Property, LLC p. f. e. 13704 Ironwood Dr Shelby Twp, MI 48315

Rent $30,125.00

29 Legacy.com Inc p. (847) 864-4497 f. 888-397-3366 e. 820 Davis Street #210 Evanston, IL 60201

Trade $28,970.90

30 Gabriels Technology Solutions

p. 212-741-0700 x115 f. e. [email protected] 1250 Broadway FL 28 New York, NY 10001-3721

Trade $28,350.00

31 Competitive Media Reporting LLC

p. f. e. [email protected] PO BOX 7247-9301 Philadelphia, PA 19170-9301

Trade $28,305.00

32 The Lane Press, Inc. p. 800-733-3740 f. 802-264-1485 e. P.O. Box 130 Burlington, VT 05402-0130

Trade $27,753.92

33 Accountemps p. 215.568.4580 f. 215.564.1968 e. [email protected] Robert Half 12400 Collectio Chicago, IL 60693

Trade $26,570.10

34 Email Predict LLC p. 212.627.3439 f. 212.208.4374 e. 217 Water Street 3rd Floor New York, NY 10038


35 Autoproyecto LLC p. f. e. 5525 West Olympic Blvd #3 Los Angeles, CA 90036

Trade $25,547.00

36 Atex Inc p. 781-685-3240 f. 978-851-5058 e. [email protected] 410 North Wickham Rd #100 Melbourne, FL 32935

Trade $23,127.20

37 Merrill Lynch, Pierce, Fenner & Smith

p. f. e. Retirement Group PO Box 1507 Pennington, NJ 08534

Benefit Plan 401(K)

$23,055.65


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38 Font Bureau p. 617.423.8770 f. 617.423.8771 e. [email protected] 179 South St 7th Floor Boston, MA 02210

Trade $22,080.00

39 Seyfarth & Shaw p. (212) 218-5269 f. (212) 218-5526 e. [email protected] 3807 Collections Center D Chicago, IL 60693

Legal $22,038.16

40 Tristaff Search p. 858-453-1331 f. 858-453-6022 e. [email protected] 6336 Greenwich Dr #100 San Diego, CA 92122

Trade $20,833.00

41 Illuminating Company p. 800-589-3101 f. e. PO Box 3638 Akron, OH 44309-3638

Utility $20,723.36

42 Travidia p. (530) 343-6400 f. (530) 892-9369 e. [email protected] 265 Airpark Blvd #500 Chico, CA 95973

Trade $20,464.00

43 McGrann Paper Corp p. (800)240-9455 f. e. PO BOX 713173 Cincinatti, OH 45271-3173

Trade $19,669.96

44 ADP Inc p. 800-225-5237 f. e. support.adp.com PO Box 7247-0372 Philadelphia, PA 19170-0372

Trade $19,645.46

45 DeNardo Consulting Group

p. 805-340-7359 f. 310-514-1607 e. [email protected] 34 Surfspray Bluff Newport Coast, CA 92657


46 One Heritage Place LLC

p. 298-372-2272 f. 248-357-2508 e. C/O Grubb & Ellis Managem Attn: Accounts Southfield, MI 48076

Rent $19,262.04

47 AppVault LLC p. 888.469.2490 f. e. [email protected] 1800 Parkway Place #1000 Marietta, GA 30067

Trade $18,520.00


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48 The Post-Standard p. 315-470-0011 f. e. [email protected] PO Box 4915 Syracuse, NY 13221

Trade $18,143.51

49 Salesforce.com, Inc p. 800-667-6389 f. e. PO Box 203141 Dallas, TX 75320-3141

Trade $17,850.00

50 Minute Men, Inc. p. (877) 873-8856 f. e. [email protected] PO Box 715237 Columbus, OH 43271-5237

Trade $17,368.81


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EXHIBIT C

Holders of Five Largest Secured Claims against the Debtors

Creditor Address Amount Nature of Interest

Collateral C/U/D

1. Alden Lenders

885 Third Avenue, 34th Floor New York, NY 10022

$152,300,000.00 Secured loan in connection

with Term Loan A and

Term Loan B Debt

All assets of Journal Register

Company and its

affiliates

Undisputed

2. Wells Fargo,

National Association

100 Park Avenue, NY NY 10017

$13,232,921.00 Secured loan in connection

with Revolving

Loan Agreement and related Letter of Credit

All assets of Journal Register

Company and its

affiliates

Undisputed

3. Tax Collector, Milford

Connecticut

70 West River Street, Milford, CT

06460

$195.46 Tax Lien All machinery,

furniture and equipment owned by Journal Register East, Inc.

Undisputed

4. Town of Cromwell Tax Office

41 West Street,

Cromwell, CT 06416

Unknown (referenced on Connecticut

UCC statement #0002868960)

Tax Lien All furniture, fixtures and

equipment of Journal Register East, Inc.

Undisputed


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EXHIBIT D

JOURNAL REGISTER COMPANY and SUBSIDIARIES

SUMMARY OF DEBTORS' ASSETS AND LIABILITIES

(unaudited)

July 29, December 25,

(in thousands, except share data) 2012 2011

Assets

Current assets:

Cash and cash equivalents $ 1,530

$ 2,766

Accounts receivable, net of allowance for doubtful accounts 24,412

29,107

Inventories

2,715

3,834

Deferred income taxes - current 2,946

2,946

Other current assets

5,628

5,583

Total current assets 37,231

44,236

Property, plant and equipment, net of accumulated depreciation 103,202

105,998

Goodwill 49,026

49,026

Other intangibles, net 36,218

39,758

Other assets 9,370

8,280

Total assets $ 235,047

$ 247,298

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:

Current portion of bank debt $ 17,290

$ 8,981

Current portion of tax settlement 2,778

2,591

Current portion of capital leases 335

326

Accounts payable

8,711

7,260

Accrued interest 2,352

3,813

Deferred subscription revenue 12,581

12,636

Other accrued expenses and current liabilities 22,371

23,322


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01:12458908.1

Total current liabilities 66,418

58,929

Bank debt - noncurrent 141,856

148,637

Tax settlement liability - noncurrent 1,780

3,441

Capital lease obligations - noncurrent 644

841

Deferred income taxes 8,772

8,796

Accrued retiree benefits and other liabilities 49,125

51,542

Total liabilities 268,595

272,186

Stockholders' equity (deficit)

Preferred stock - 10,000,000 shares authorized, none issued and outstanding -

-

Common Stock - Class A, $0.01 par value, 10,000,000 shares authorized, 1,890,294 shares issued and outstanding

19

19

Common stock - Class B, $0.01 par value, 10,000,000 shares authorized, 3,563,106 shares issued and outstanding

36

36

Additional paid-in capital

84,577

84,577

Accumulated deficit (107,430)

(98,802)

Accumulated other comprehensive (loss), net of income taxes (10,750)

(10,718)

Net stockholders' deficit (33,548)

(24,888)

Total liabilities and stockholders' deficit $ 235,047

$ 247,298


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EXHIBIT E

Publicly Held Securities

Pursuant to Local Rule 1007-2(a)(7), the following lists the number and classes of shares of stock, debentures, and other securities of the Debtors that are publicly held and the number of holders thereof. The Securities held by the Debtors’ directors and officers are listed separately.

None.


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EXHIBIT F

Debtors’ Property Not in the Debtors’ Possession

Pursuant to Local Rule 1007-2(a)(8), the following lists the Debtors’ property in the possession or custody of any custodian, public officer, mortgagee, pledge, assignee of rents, or secured creditor, or agent for any such entity. Certain of the Debtors’ landlords and utilities hold security deposits during the term of their leases. Certain third parties may hold prepayments on account of services performed for the Debtors.

Location Name/Use

Lease Exec Status

Building Address

Lease Expiration

Date Security Deposit

Amount USD Security Deposit Note Foothills Media - Torrington Original

59 Field Street Torrington CT $6,630

Connecticut Magazine Renewed

43 Woodland Street Hartford CT 7/31/2013 $676.50

TT has deposited with LL, the amount of $676.50 (one month’s rent) as Security Deposit, which amount shall be increased as the Annual Fixed Rent increases. Upon expiration, LL shall return the deposit to TT, provided TT has fully carried out all of its obligations. (Lease, p. 2, sec. I); (Lease, p. 31, sec. XIII)

New Haven Register Original

40 Sargent Drive New Haven CT 12/31/2016 Silent

Middletown Press Original

386 Main Street Middletown CT 12/31/2012 $6,650.00

TT to deposit LL, SD in an amount of $6,650.00. The SD to be returned to TT, at the end of the Lease term or on earlier termination and forfeiture. If the property is sold, LL may transfer or deliver the security to any bona fide purchaser of the real property. (Lease, p. 8, sec.18)

Jobs in the US Original

90 Bridge Street Westbrook ME 5/31/2017 $0.00 None. (Lease, p. 2, sec. 3(d))


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01:12458908.1

Location Name/Use

Lease Exec Status

Building Address

Lease Expiration


Amount USD Security Deposit Note

Oakland Press - Circ (Warehouse) Relocated

1824 Star-Batt Drive Rochester MI 2/14/2013 $1,530

The parties agree that TT's interest in any previous security deposit for any space presently of formerly leased between the parties or their predecessors is transferred to 1824 Star Batt Drive and 1890 Star Batt Drive to be used as security per the terms of the Security Provision as set out in Lease Form 006.14M dated 01/14/1991, between the LL and the TT then operating under the legal name the "Oakland Press Company, a Michigan Corporation". (Modification to the First Lease Extension Agreement, p. 3, sec. 7)

Morning Star - Straight Area Star MTM

222 N. Main Street Cheboygan MI 12/31/2008 Silent

Morning Star - Leader Bldg MTM

318 N. Cedar Kalkaska MI 7/23/2009 Silent

21st Century - Madison Heights Original

190-194 E. Maple Road Troy MI 9/14/2012 $16,053.88

Upon execution of the Lease, TT to provide a Security Deposit in an amount of $16,053.88 as security for the performance of the obligations of TT under the Lease. If LL uses all or any portion of the Security Deposit, TT shall within 10 days after demand thereof deposit cash with LL in an amount sufficient to restore the Security Deposit to the full amount thereof. If the Security Deposit is not applied to the payment of Rent, the same shall be returned within 30 days of the last to occur of expiration of the Lease and the date TT shall have vacated the Premises. LL shall not be obligated to keep the Security Deposit as a separate fund, but may mingle the same with LL's funds, and no interest shall accrue thereon. (Lease, p. 1); (Lease, p. 15, sec. 25)


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Location Name/Use

Lease Exec Status

Building Address

Lease Expiration



INI Macomb Daily - Mt Clemens Original

200 Macomb Daily Drive Mt Clemens MI 1/31/2013 $4,500.00

TT to pay LL, $4,500.00 as SD, the SD to be returned at the end of the Lease Term without interest unless TT has defaulted under the security and option agreements signed on the same date as the date. If TT defaults under the lease or the security and option agreements, the SD may be used to pay any costs or damages, direct or contingent, of the LL under the agreements. (Lease, sec. 4)

INI Macomb Daily - Mt Clemens Original

100 Macomb Daily Drive Mt Clemens MI 3/31/2014 $0.00 Silent

Morning Star - Mt Pleasant Original

711 W. Pickard Mt Pleasant MI 9/30/2015 $0.00 Silent

INI - Macomb Daily (Warehouse) Renewed

51620 Milano Macomb Twp MI 6/30/2013 $4,083.33

TT to deposit with LL, $4,083.33 as SD for the performance of TT's obligations under the Lease. The security deposit shall be maintained in an interest bearing account on behalf of TT and shall be returned to the TT, with interest within 10 business days following termination of the Lease, except to the extent properly applied to cure defaults. (Lease, p. 4-5, sec. 16)

INI Macomb Daily - The Voice Renewed

51180 Bedford Street New Baltimore MI 6/30/2013 $4,871.25

Upon execution of the Lease, TT to provide LL a SD in an amount of $4,871.25 for the faithful performance of all covenants of the Lease. Upon expiration the said SD shall be returned to TT. (Lease, p. 10, 11, sec. 40, 44)


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Location Name/Use

Lease Exec Status

Building Address

Lease Expiration



INI Macomb Daily - Roseville (Warehouse) Renewed

16177 Common Road Roseville MI 8/31/2013 $5,200.00

Upon execution, TT to deposit LL the sum of $5,200.00 as Security Deposit for the performance of TT's obligation under the Lease, including the surrender of possession of LP to LL. If LL applies any part of the deposit to cure any default of TT, TT on demand deposit with LL the amount so applied so that LL shall have the full deposit on hand at all times during the term of the Lease. (Lease, p. 5, sec. 17) Note: Assumed Expiration Date as Security Deposit Return Date.

Heritage Newspapers - Southgate Renewed

One Heritage Place Southgate MI 10/31/2012 $27,957.00

Upon execution of the First Addendum, TT to pay LL, $34,000.00 as SD and effective 11/1/2004, such deposit shall be reduced to $27,957.00. At the expiration, LL to refund such deposit, without interest to TT. (2nd Addendum, sec. 8); (1st Addendum, p. 7, sec. 14); (Lease, p. 1, sec. 1(k)); (Lease, p. 4, sec. 6)

Oakland Press - Circ (Warehouse) Renewed

8174 Goldie Walled Lake MI 3/31/2014 $0.00 Silent


275 S. Glaspie Oxford MI 9/30/2014 $2,975.00

TT to pay LL, a security deposit of $2,975.00 and to be returned upon the completion of the Lease. (Lease, sec. IV(A))


10525 Enterprise Drive Davisburg MI 3/13/2015 $3,500.00

TT to pay LL, a security deposit of $3,500.00 and to be returned upon the completion of the Lease. (Lease, sec. IV(A))

INI Macomb Daily - Shelby Township Renewed

48075 Van Dyke Utica MI 12/31/2013 $13,881.82

TT to pay LL, SD in an amount of $13,881.82, which shall be returned upon the expiration. (Lease, p. 1, sec. 2(C))


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Location Name/Use

Lease Exec Status

Building Address

Lease Expiration



Shared Financial Services, LLC MTM

1115 E. Whitcomb Avenue Madison Heights MI 2/29/2012 $4,459

Lease (Sec 29, Pg 10) - LL shall return security deposit within 60 days of the end of the Lease.

Morning Star - West Branch MTM

420/422 West Houghton Avenue West Branch MI 6/30/2010 $0.00 Silent

Morning Star - Alpena MTM

431 Ripley Blvd. Alpena MI 12/31/2010 $1,250.00

Upon execution, TT to deposit with LL, $1,250.00 as SD for the performance of TT's obligations under the Lease, which to be returned at the end of the Lease Term without interest. If TT defaults, then LL may apply any portion of the Deposit for the payment of any rent or other charge, which amount to be restored to LL within 10 days after demand. (Lease, p. 1, sec. 1(i)); (Lease, p. 12, sec. 30)

Heritage Newspapers MTM

26395 Northline Commerce Taylor MI 5/31/2012 $0.00 (Lease, p. 4, sec. 29)

Morning Star - Grand Travers Insider MTM

410 S. Union Street Traverse City MI 5/31/2009 $5,600.00

Upon execution, TT to pay LL, the sum of one month's base rent as security for the faithful performance by TT of all of its obligations under the Lease. (Lease, p. 2, sec. 4(c))

Hanover Original

5 Hanover Square New York, NY 11/30/2019 $178,120.83

TT to deposit LL, the Security Deposit in an amount of $178,120.83 in the form of cash or the letter of credit. TT shall be entitled to a reduction in the amount of $50,891.67 on each of the 2nd and 5th year anniversary of the Commencement Date. In no event, the Security Deposit shall be reduced no less than $76,337.50. Such Security Deposit to be returned to TT within 60 after the expiration. (Lease, p. 29-30, sec. 18)


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Location Name/Use

Lease Exec Status

Building Address

Lease Expiration



Saratogian Original

20 Lake Avenue Saratoga Springs NY 6/30/2015 Silent

Phoenixville - Morgantown Renewed

150 Moreview Blvd Morgantown PA 9/30/2017 Silent

Acme Newspapers Original

311 East Lancaster Avenue Ardmore PA $0.00

Delaware County Daily Times Original

500 Mildred Avenue Primos PA 12/31/2016 Silent

Berks - Mont Newspapers MTM

12 S. 4th Street Hamburg PA 6/30/2011 $1,000.00

TT to pay $1,000.00 as SD. (Lease, Basic Lease Provisions, sec. 9)

Intercounty Original

32-34 S Main Street Medford NJ 12/31/2012 $2,625.00

Upon execution, TT to deposit LL, $2,625.00 as SD. LL to give prior notice to TT, to use the SD or any part of it during the term, on demand, TT to pay LL, the amount used. Within 30 days after the expiration, LL to repay any balance (without interest) of SD to TT. (Lease, p. 2, sec. Security); (Lease, p. 3, sec. 4(a)); (Lease, p. 3, sec. 5)

JRC - Corporate Office Original

790 Township Yardley PA 7/31/2018 $0.00

None. (Lease, Preamble, p. 3, sec. 14)

JRC Renewed 307 Henry St. Alton IL 8/31/2013 $0.00 Silent


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EXHIBIT G

Debtors’ Premises

Pursuant to Local Rule 1007-2(a)(9), the following lists the premises owned, leased, or held under other arrangement from which the Debtors operate their businesses. Owned Real Property:

Owner Property Name Address

1. The Goodson Holding Company InterPrint 2100 Frost Road Bristol, PA 19007

2. Journal Register East, Inc. Journal Register Offset 390 Eagleview Boulevard Exton, PA 19341

3. Journal Register East, Inc. Montgomery Newspapers 290 Commerce DriveFort Washington, PA 19034

4. The Goodson Holding Company (formerly owned by LRPA, LLC)

The Reporter 307 Derstine AvenueLansdale, PA 19446

5. Journal Register East, Inc. (formerly owned by Times Herald Publishing Company, LLC)

The Times Herald 410 Markley Street Norristown, PA 19404

6. The Goodson Holding Company The Mercury 24 North Hanover Street Pottstown, PA 19464

7. Journal Register East, Inc. Town Talk 1914 Parker Avenue Holmes, PA 19043

8. Journal Register East, Inc. County Press 3732 West Chester Pike Newtown Square, PA 19073

9. Northeast Publishing Company, Inc. (formerly owned by Capitol City Publishing Company, LLC)

The Trentonian 600 Perry Street Trenton, NJ 08618

10. Journal Register East, Inc. Daily Local News 250 North Bradford Avenue West Chester, PA 19382

11. The Goodson Holding Company Nittany Valley Offset 1015 Benner Pike State College, PA 16801


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12. The Goodson Holding Company The Review 6220 Ridge Avenue Philadelphia, PA 19128

13. Journal Register East, Inc. The Bristol Press 99 Main Street Bristol, CT 06010

14. Journal Register East, Inc. The Herald One Herald Square New Britain, CT 06051

15. Journal Register East, Inc. The Register Citizen 190 Water Street Torrington, CT 06790

16. Journal Register East, Inc. Foothills Trader 187 Church Street Torrington, CT 06790

17. Journal Register East, Inc. Imprint Printing 97 Defco Park Road North Haven, CT 06473

18. Independent Newspapers, Inc. INI / Macomb Production Facility

35110 Garfield RoadClinton Township, MI 48035

19. Independent Newspapers, Inc. INI Gas Station 16715-16851 15 Mile Road Clinton Township, MI 48035

20. Independent Newspapers, Inc. INI Mt. Clemens Lot lot # 50-55-593-041-20 (97 Macomb Place) Mt Clemens, MI 48043

21. Great Lakes Media, Inc. The Oakland Press 48 West Huron Pontiac, MI 48342

22. Great Lakes Media, Inc. The Oakland Press Circulation Annex

58 West Huron Pontiac, MI 48342

23. Great Lakes Media, Inc. The Oakland Press Lot 141 Wayne Street Pontiac, MI 48342

24. Heritage Network Incorporated Heritage Newspapers/Chelsea

20750 Old US 12 Chelsea, MI 48118

25. Heritage Network Incorporated Heritage Newspapers/Saline Reporter

106 West Michigan Avenue Saline, MI 48176


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26. Morning Star Publishing Company Morning Star - The Citizen

206 North Bridge Street Bellaire, MI 49615

27. Morning Star Publishing Company Morning Star - Citizens Journal

112 East State Street Mancelona, MI 49659

28. Morning Star Publishing Company Morning Star - Alma Buyers Guide

311 East Superior Street Alma, MI 48801

29. Morning Star Publishing Company Morning Star - Gaylord warehouse

1001 Dickerson Road Gaylord, MI 49734

30. Morning Star Publishing Company Morning Star - Gladwin Buyers Guide

317 West Cedar Avenue Gladwin, MI 48624

31. Morning Star Publishing Company Morning Star – St. Johns Buyers Guide

109 West Higham Street St. Johns, MI 48879

32. Morning Star Publishing Company Morning Star - warehouse 301 West Steel StreetSt. Johns, MI 48879

33. Morning Star Publishing Company Morning Star - Huron Postal

129 E. North Street Tawas, MI 48764

34. Northeast Publishing Company, Inc. Morning Journal 1657 Broadway Lorain, OH 44052

35. Northeast Publishing Company, Inc. The News Herald 7085 Mentor AvenueWilloughby, OH 44094

36. Journal Register East, Inc. The Daily Dispatch 130 Broad Street Oneida, NY 13421

37. Journal Register East, Inc. The Record 501 Broadway Troy, NY 12180

38. Journal Register East, Inc. The Daily Freeman 79 Hurley Avenue Kingston, NY 12401

39. Journal Register East, Inc. Taconic Press 53 Front Street Millbrook, NY 12545

40. Journal Register East, Inc. Taconic Press 5 Merrit Avenue

Millbrook, NY 12545


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41. Northeast Publishing Company, Inc. (formerly owned by Capitol City Publishing Company, LLC)

Trentonian Garage 39 Escher Street Trenton, NJ 08618

Leased Real Property:

Lessor Lessee Date of Lease Address 1. Main Street Market,

LLC Middletown Acquisition Corp.

November 16, 2007

386 Main Street 4th Fl Middletown, CT 06457 (Separate Leases for Space and Parking)

2. 40 Sargent Drive LLC Journal Register East, Inc.

December 22, 2011

40 Sargent Drive New Haven CT 06511

3. Gothic Holding Company LLC

CTM Acquisitions, LLC

March 23, 1990, as amended July 20, 1995, as further amended November 11, 2000, as further amended December 5, 2005, and as further amended August 3, 2010

43 Woodland Street Hartford, CT 06105

4. Quadrelle Realty Service

Foothills Media

November 1, 2010 59 Field Street Torrington, CT 06790

5. The Honke Building Journal Register Company

August 8, 2009, as Amended August 13, 2012

307 Henry Street #406 Alton, IL 62002

6. 750, LLC Journal Register Company

August 14, 2012 750 N Orleans Suite 305 Chicago, IL 60654

7. Dana Warp Mill LLC JiUS, Inc. February 2, 2006, as amended January 12, 2011

90 Bridge Street Westbrook, ME 04092

8. K.P.S. Corporation 21st Century Newspapers Inc.

November 1, 2006 1115 E. Whitcomb Ave Madison Heights, MI 48071

9. Ouky Property LLC Independent Newspapers, Inc.

August 16, 1993, as amended April 23, 2003

100 Macomb Daily Drive Mt. Clemens, MI 48034


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Lessor Lessee Date of Lease Address 10. Anfrec LLC 21st Century

Newspapers, Inc.

Effective September 1, 2009

200 Macomb Daily Drive Mt. Clemens, MI 48034

11. Gary T Hellebuyck 21st Century Newspapers, Inc.

October 27, 2005, as amended September 25, 2009

48075 Van Dyke Utica, MI 48316

12. Leone Construction Independent Newspapers, Inc.

June 16, 2000, as amended September 18, 2009

51620 Milano, Suite B Macomb Twp., MI 48042

13. West Common Assoc LLC

Independent Newspapers, Inc.

June 22, 2005, as extended October 5, 2009

16177 Common Road Roseville, MI 48063

14. Blue Water Land Development


July 1, 2000, as extended June 3, 2005, as extended November 12, 2009

51180 Bedford Street New Baltimore, MI 48047

15. Star Batt Development Oakland Press January 14, 2001, as amended

1824 Star-Batt Drive Rochester, MI 48309

16. Commerce Property LLC

Oakland Press February 23, 2006, as extended September 25, 2009

8174 Goldie Walled Lake, MI, 48390

17. James Guinn 21st Century Newspapers, Inc.

April 1, 2008, as extended December 10, 2009

10525 Enterprise Dr, Ste D Davisburg, MI 48350

18. Joseph Guinn Jr Oakland Press October 1, 2007, a extended January 10, 2010

275 S. Glaspie, Suite D Oxford, MI 48370

19. Rodger Dewey Up North Publications, Inc.

Month to month 318 N. Cedar Kalkaska, MI 49646

20. W. Branch Area Chamber Of Commerce

Morning Star Publishing Company

January 1, 2008 Month-to-Month

420 W Houghton West Branch, MI 48661

21. Wegbuild Venture Morning Star Publishing Company

Month to month 431 Ripley Blvd Alpena, MI 49707


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Lessor Lessee Date of Lease Address 22. CMR Investments LP Morning Star

Publishing Company

August 1, 2000, as amended March 31, 2003, as further amended August 14, 2009

711 W Pickard Mt. Pleasant, MI 48858

23. United-Way Cheboygan


Month to month 222 North Main Street Cheboygan, MI 49721

24. Union Street Investments


Month to month 410 S Union Street Traverse City, MI 49684

25. Ari-El Enterprises Inc Heritage Newspapers

March 22, 2002, as amended September 22, 2003, as further amended December 9, 2004, as further amended August 24, 2005, and as further amended June 5, 2009

One Heritage, Suite 100 & 150 Southgate, MI 48195

26. Rea Investments No 1 LLC

Heritage Network Incorporated

June 1, 2004, as extended May 12, 2009, as further extended October 5, 2009,

26395 Northline Commerce, Suite 600-601 Taylor, MI 48180

27. 190 East Maple LLC Greater Detroit Newspaper Network, Inc.

May 31, 2007 190-194 E. Maple Road Troy, MI 48071

28. 5 Hanover Square Property Investors II, LLC

Journal Register Company

February 29, 2012 5 Hanover Square 25th Floor New York, NY 10004

29. Saratoga Prime Properties LLC

Journal Register East, Inc.

June 13, 2012 20 Lake Avenue Saratoga Springs NY 12866

30. Banin Investment Group Limited Liability Company

Central Record Publications

November 1, 2011 32-34 S Main St Medford, NJ 08033

31. Jim Webb Berks-Mont Newspapers, a division of Journal Register East, Inc.

July 1, 2010 12 S. 4th Street Hamburg, PA 19526


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Lessor Lessee Date of Lease Address 32. Stony Hill Office

Development II, LP Journal Register Company

December 7, 2005, as amended August 1, 2006

790 Township Line Road Yardley, PA 19067

33. B&E Property Management, Ltd.

Tri County Record

October 1, 2012 150 Moreview Blvd Route 23 Morgantown, PA 19453

34. 500 Mildred Ave LLC Journal Register East, Inc.

December 22, 2011

500 Mildred Avenue Primos PA 19018

35. 311 East Lancaster, LLC


December 22, 2011

311 East Lancaster Ave Ardmore, PA 19003


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EXHIBIT H

Pursuant to Local Rule 1007-2(a)(10), the following lists the location of the Debtors’ substantial assets, books and records, and nature, location, and value of any assets held by the Debtors outside the United States.

Location of Debtors’ Substantial Assets

The Debtors operate in multiple states, but the substantial assets are located in New York and Pennsylvania at the addresses below:

5 Hanover Square

25th Floor New York, NY 10005

790 Township Line Road, Third Floor

Yardley, PA 19067

Location of the Debtors’ Books and Records:

790 Township Line Road, Third Floor Yardley, PA 19067

Debtors’ Assets Outside of the United States

The Debtors hold no assets outside of the United States.


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EXHIBIT I

Summary of Actions or Proceedings Pending Against the Debtors1

Property Name of Matter Date

Notified Type of Case Description/Status 1. Daily Local or


DeCesare, Jason 6/28/2012

Copyright Infringement

Delaware County Times received via facsimile a cover letter from attorney, J. Conor Corcoran with a copy of a complaint filed against defendant for copyright infringement. DELCO used a photo taken by Plaintiff in an article published 2/22/10 prior to Plaintiff's copyright registration. Plaintiff demands $30,000 to settle. Settlement agreement signed 8/15/12 for $10,000. Payment due to Plaintiff September 15, 2012.

1 The Debtors have included all information reasonably available to them to date. To the extent additional information becomes available, the Debtors will provide such information in the Debtors’ Statement of Financial Affairs and/or Schedules of Liabilities, as applicable.


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Notified Type of Case Description/Status 2. Daily Local or


Childs, Joan

11/10/2011

Employment Practice Liability

Plaintiff filed Complaint on 11-10-11 and filed her First Amended Complaint on on 6-19-12. The Amended Complaint alleges two counts of age discrimination and two counts of retaliation under the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., and the Pennsylvania Human Relations Act, 43 P.S. § 955(a), et seq. Plaintiff alleges that she was terminated on 4-11-11 as part of a reduction in force on the basis of her age, and then not hired for two open positions with Journal Register East, Inc. due to her age, while younger candidates were hired. Plaintiff also alleges that the decision not to hire Plaintiff following her termination was in retaliation for her filing a Charge of Discrimination with the EEOC on June 7, 2011. Document discovery is completed, and depositions of Plaintiff and two company employees have been completed. Two additional company employees are scheduled to be deposed and a settlement conference is scheduled on October 31, 2012, at which point the parties will proceed to motion practice. Journal Register East, Inc. denies the substantive allegations of discrimination and retaliation in their entirety.


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Notified Type of Case Description/Status 3. Delaware

County Times or The Goodson Holding Company

Schneller, James

3/28/2011

Publisher's Liability

This defamation suit was originally filed pre-petition and discharged in a prior bankruptcy. Claimant re-filed and court currently has stricken this action due to failure to pay filing fee. Court denied motion for reconsideration by Schneller and dismissed with prejudice. Expect Schneller to appeal. Fennigham, Stevens & Dempster LLP filed motion 3-15-12 to dismiss Plaintiff's Amended Complaint. Schneller filed 2nd Amended Complaint. Judge granted Defendant’s Preliminary Objections dismissing 2nd Amended Complaint. On 7-27-12 Schneller filed a Rule 9011 Motion for Sanction and a Motion for Reconsideration with bankruptcy court. Willkie Farr to respond. On 7-31-12 Schneller filed Motion for Reconsideration in Delaware Court of Common Pleas. Delaware Court issued order 8/16/12 denying Schneller’s motion for reconsideration. Awaiting judge’s decision in New York court. Schneller recently filed an Affidavit in Support of his motion for reconsideration in New York.

4. Kingston Daily Freeman or Journal Register East, Inc.

Davis, Donna 4/5/11 General Liability

Auto accident that took place 11/16/10 with Kingston driver, Edmund Getz. Attorney submitted responses to plaintiffs Demand for Bill of Particulars and combined discovery demands. Plantiff has pre-existing conditions that she claims were exacerbated by the accident. Settlement expected. Court scheduled mandatory settlement conference for 4/26/12. Authorization granted to settle for $31,500. Authorized to settle - Plaintiff currently seeking $75,000.


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Notified Type of Case Description/Status 5. Kingston

Daily Freeman or Journal Register East, Inc.

Mercer, Arthur 8/3/11 Publisher’s Liability

Arthur Mercer, currently incarcerated for drug charges, filed defamation complaint against paper and publisher. Paper published article regarding his arrest on drug charges but he claims drugs were planted on him therefore article is defamatory. NY attorney working with Fennigham, Stevens & Dempster LLP answered complaint and will file motion to dismiss based upon statute of limitations. Plaintiff opposed and the defendant learned there was a second police blotter published within statute of limitations. Attorney for defense to withdraw motion, answer the complaint and conduct discovery.

6. Lansdale The Reporter or The Goodson Holding Company

Kaisla, Marja v. Lansdale et al

9/14/2010 Publisher’s Liability

Plaintiff filed Claim against The Reporter of defamation related to her termination as a Director for the Lansdale Center for the Performing Arts. $250,000 demand. Partial settlement for JRC not likely. Lawsuit Analysis prepared by attorney available. Moving towards trial.


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Notified Type of Case Description/Status 7. Main Line

Media or Journal Register East, Inc.

Riley, Thomas 6/21/2012

Publisher's Liability

Plaintiff field complaint against Philadelphia Media Inc. and Journal Register Company (“JRC”) for defamation related to an article written by the Inquirer and re-published by Main Line Media News (“MLM”) claiming defamation. The article written by the Inquirer refers to a wrongful termination suit by former employees of the Pennsylvania Convention Center of which Plaintiff formerly held the position of Chairman. Mr. Riley is not a named defendant in the wrongful termination suit but claims the article written by Inquirer and re-published by MLM raises allegation that he directed legal fees to his law firm. JRC filed Preliminary Objections and Plaintiff responded to JRC's PO's as of August 7, 2012.

8. New Haven Register or Journal Register East, Inc.

Rivera, Herberto v, NHR 3/11/2011 General Liability

Lawsuit submitted to Superior Court State of New Haven regarding injuries from a fall on New Haven Register property. GL claim- Travelers assigns attorney to process. Plaintiff made $36,000 demand which was rejected by Travelers based on fact company had no prior knowledge of hole and plaintiff has no proof of any prior knowledge by company. Most likely go to trial March 2013.


Cepeda, Joel v. NHR & Charles Davis (driver)

2/4/2011 General Liability

Motor vehicle accident. GL claim – Travelers assigns attorney to process.


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Notified Type of Case Description/Status 10. New Haven

Register or Journal Register East, Inc.

Antar, Theodora v. NHR Gagliardi, Ralph v. NHR

11/2/2011 12/21/2011

General Liability

Two claims, one from Driver and one from passenger involved in motor vehicle accident with NHR driver Richard Fowler in March 2009. Defendants have completed interrogatories. Report on Answers to Interrogatories, responses to request for production and medical reports received. Depositions in the Antar matter have beem scheduled for October 18, 2012.


Gibson, David 3/19/2012 Publisher’s Liability

Received a letter from an attorney representing David Gibson claiming slander. NHR published a picture of Mr. Gibson but identified him as an attorney on trial for assault with a motor vehicle. Turned over to insurance. Assigned John Walsh as counsel. Walsh spoke to Gibson's attorney in May 2012.


Orjuela, William 6/11/2007 Worker’s Comp

On 5/27/07 Plaintiff filed claim against NHR after falling on snow in parking lot while performing work on our property for M&O Company. In 2009, Claim was permanently barred by bankruptcy court against company. Plaintiff allowed to proceed with litigation to recover insurance proceeds. Plaintiff must reimburse company for any costs or expenses including the self-insured retention under the applicable insurance policy. Court has scheduled a Trial Management Conference for May 6, 2013.


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Notified Type of Case Description/Status 13. Norristown

(Times Herald) or Journal Register East, Inc.

Macrina, Paula 10/6/2011 Publisher’s Liability

Received certified letter from counsel for Macrina alleging defamation and invasion of privacy from articles published 5/28/11 and 6/1/11. 5/28/11 article stated Ms. Macrina was charged with false reports to police and drug violations from a 11/27/10 incident after lab confirmed white powdery substance was heroin. 6/1/11 article contained a correction stating that Paula Macrina was incorrectly identified in the 5/28/11 article and identified her as the arrested person's sister which is true. Demand was made for $63,300 plus attorneys fees. Defendant counter offered and entered into that certain Tolling Agreement dated as of May 9, 2012 by and between Paula Macrina and Journal Register East, Inc. t/a Times Herald.

14. Oakland Press or Great Lakes Media, Inc.

Zbiciak, Nick 1/13/2012 EEOC EEOC complaint of age discrimination. Claimant applied for internal job posting. A younger candidate was selected and claimant was subsequently included in an RIF in Aug. 2011. EEOC conducted an investigation and charges dismissed July 2012.

15. Oakland Press or Great Lakes Media, Inc.

LaBarge, Mark 2/14/2012 General Liability

Independent contractor, Mark LaBarge, tripped and fell on a loading dock plate while loading newspapers. He is seeking in excess of $25,000 and continues to work for the Oakland Press as an Independent Contractor. Interrogatories were sent to Plaintiff 3/21/12.


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Notified Type of Case Description/Status 16. Oakland Press

or Great Lakes Media, Inc.

Semma, Jonathan 4/20/2011 Publisher’s Liability

On April 20, 2011, Oakland Press received a demand letter for a retraction of an article published 4/14/11. The article referred to a marijuana police raid with the involvement of a person named Johni Semma. Defendant published a photo with the article of a Johnny Semma allegedly taken from his Facebook page. Defendant printed a retraction/apology. No further contact until June 29, 2012 when Plaintiff filed suit seeking damages arising out of the erroneous publication of his photo. Defendant filed a Motion for Summary Disposition based on statute-of-limitations and Plaintiff's failure to meet pleading standard of false-light invasion of privacy claims. Court dismissed with prejudice on August 27, 2012.

17. Saratoga (The Saratogian) or Journal Register East, Inc.

Gibeault, Linda Employment Practice Liability

Filed age discrimination complaint on April 5, 2010 with NY Division of Human Rights (“DHR”) (administrative complaint with no amount of demand). Defendant responded to complaint. DHR provided defendant with claimant’s subsequent response. DHR dismissed based on bankruptcy order. Plaintiff permitted to appeal once bankruptcy case is closed. Bankruptcy case closed February 14, 2011. No appeal filed to date.


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Notified Type of Case Description/Status 18. Digital First

Media, Inc. Lackner, Zelda

6/26/2012

Class Action Plaintiff filed class action complaint in California against DFM for violations of the Credit Card Accountability & Disclosure Act & Electronic Funds Transfer Act, Unfair Competition Laws, False Advertising Law, Consumer Legal Remedies Act and Unjust Enrichment as a result of a promotion, "Daily Deals", whereby coupons or gift cards with expiration dates were given to consumers.

19. Open Insurance Matters

Type Policy Year Claimant State

Accident Date Description

AL 10/1/2008 *

DAVIS,CHARLES CT 03/22/2009 IV WAS DRIVING ON RTE 80 AT EASTERN ST, HIT BY OV ON RIGHT REAR & SIDE. OV ROLLED OVER.

GL 10/1/2005 *

ORJUELA,WILLIAM CT 01/19/2006 CLAIMANT MOVING SHEET METAL FROM PARKING LOT AND SLIPPED ON ICE AND SNOW, FELL AND BROKE HIS WRIST

GL 10/1/2007 *

SCHWARTZ,DEBRA PA 05/18/2008 CLAIMANT ALLEGES SHE STEPPED INTO A HOLE ON MARPLE CAMPUS OF DELAWARE COUNTY COMMUNITY COLLEGE

GL 10/1/2008 *

RIVERA,HERIBERTO CT 08/17/2009 A PERSON WAS WALKING ACROSS LAWN AND STEPPED INTO A HOLE AND WAS INJURED.

WC 3/1/2001 *

DIESI, PHILIP CT 02/28/2002 299B CUMULATIVE TRAUMA/REPETITIVE USE

WC 3/1/2001 *

KENNEDY, JERILYN NY 08/22/2001 EMPLOYEE BENT OVER TO GATHER INSERTS/HURT LOWER BACK/PAIN IN LOWER BACK AND NECK IW 518-274-2176 MATTER ID 35824

WC 10/1/2003 *

HOLLOWAY,WILLIAM PA 01/23/2004 IW SLIPPED ON ICE AND FELL EXITING A VAN INJURING THEIR LT KNEE.

WC 10/1/2004 *

BUSHEY,MARY NY 09/15/2005 NEGATIVE C-2: EMPLOYER'S FIRST NOTICE OF THIS ALLEGED LOW BACK STRAIN INJURY WAS ON 10/31/05 WHEN RECEIVED CALL FROM PROVIDER.

WC 10/1/2005 *

BAKER,JAMES CT 04/11/2006 IW LIFTING OBJECTS, STRAINED RT SHOULDER


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WC 10/1/2006 *

HUGHES,EDWARD PA 03/18/2007 THE NEWSPAPER CART FELL ON THE IW WHILE HE WAS REMOVING IT FROM THE DELIVERY TRUCK. UNKNOWN BODY PARTS INJURED AT THIS TIME.

WC 10/1/2006 *

OWEN,CAROL,C PA 10/11/2006 EMPLOYEE COMPLAINS OF JOINT AND MUSCULAR PAIN IN RIGHT THUMB AND HAND RADIATING UP THROUGH FOREARM.

WC 10/1/2006 *

SMITH,WALTER PA 09/25/2007 EMPLOYEE FELL AND HIT THEIR HEAD ON THE SIDEWALK

WC 10/1/2007 *

BAKER,JAMES CT 12/21/2007 A BUNDLE GOT STUCK IN A MACHINE & THE I/W WAS TRYING TO UNSTICK IT WHEN HE STRAINED HIS LOW BACK & TAIL BONE

WC 10/1/2007 *

CUSHMAN,HENRY CT 02/27/2008 EE BENT DOWN TO PICK UP A BUNDLE OF NEWSPAPERS IN THE TRUCK AND FELT PAIN IN LOW BACK.

WC 10/1/2007 *

MALICKI,FRANK CT 10/10/2007 IE WAS CARRYING A PIECE OF EQUIPMENT AND STRAINED HIS LEFT SHOULDER.

WC 10/1/2007 *

MOSES,JEFFREY,R PA 06/03/2008 WHILE STACKING SKIDS, EMPLOYEE FELT PAIN IN RIGHT HAND FROM MIDDLE KNUCKLE TO WRIST.

WC 10/1/2007 *

MYERS,GLENN CT 12/21/2007 IV WAS TRAVELING NORTH STOP AT THE RED LIGHT WHEN THE IV WAS REAR ENDED

WC 10/1/2007 *

NICKELS,MARK NY 12/05/2007 EE SLIPPED ON STAIRS AND FELL DOWN. EE INJURED BOTH SHOULDERS AND LOW BACK.

WC 10/1/2007 *

SIMMONS,HARLAND MI 03/17/2008 IW WAS STACKING PAPERS AT TRUCK ; OTHER EMPLOYEE PULLING IN STRUCK IW CAUSING FRACTURE TO RT ANKLE

WC 10/1/2008 *

HAMMOND,EDWARD NJ 10/16/2008 HIT BY CAR WHILE DELIVERING NEWSPAPERS, CAUSING INJURY TO LEFT SHOULDER, UPPER BACK AND LEFT KNEE.

WC 10/1/2008 *

SPAK,TERESA CT 04/15/2009 EE LOST BALANCE AND FELL IN HALLWAY. EE BANGED BACK OF HEAD ON WINDOW FRAME.

WC 10/1/2008 *

TORRES,MIGUEL CT 08/10/2009 IW WAS PULLING A PLATE OFF OF PRESS UNIT AND FELT PAIN IN RT SHOULDER

AL 10/1/2009 *

FOWLER,RICHARD CT 12/24/2009 OV GOING THRU GREEN LIGHT AND IV WENT TO TURN IN GAS STATION IN FRONT OF IV


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WC 10/1/2009 *

HOLODY,TOM MI 10/18/2009 IW TAKING BUNDLES OFF THE CONVEYOR AND FELT PAIN IN LEFT SIDE HIP, DIAGNOSED WITH STRAIN OF LEFT HIP

WC 10/1/2009 *

MARTIN,WILLIAM CT 03/26/2010 IE TRIPPED OVER THE CURB AND FRACTURED HIS RIGHT SHOULDER. ALSO DISLOCATED HIS SHOULDER.

WC 10/1/2009 *

STROUD,JAMES PA 09/07/2010 IW WAS CARRING A BOX AND STRAINED HIS LEFT SHOULDER

WC 10/1/2009 *

TURNER,DARRELL CT 12/31/2009 EE WAS LIFTING BUNDLES OUT OF THE TRUCK AND STRAINED THE LOWER BACK.

AL 10/1/2010 *

GETZ,EDMOND NY 11/16/2010 OV RAN A RED LIGHT AND COLLIDED WITH IV

GL 10/1/2010 *

LABARGE,MARK MI 01/22/2011 CLMT ALLEGES HE STEPPED ON AN UNSECURED LOADING DOCK PLATE THAT CAUSED HIM TO FALL TO THE GROUND AND SUFFER SEVERE,PERMANENT INJURIES.

WC 10/1/2010 *

BRUMSEY,JAHAD CT 09/21/2011 IW WAS LIFTING POST OFFICE BAGS AND FELT A POP IN GROIN AREA

WC 10/1/2010 *

CAMPBELL,GUY MI 05/01/2011 IW WAS PULLING A BUNDLE OF PAPERS WHICH WERE CAUGHT ON GATE OF VAN - IW FELT A POP IN L SHOULDER

WC 10/1/2010 *

CROOK,GARY,A CT 03/10/2011 IW PUT PLATES ON PRESS REPETITIVE JOB TURNING, OVERTIME FELT PAIN IN SHOULDER AND GETTING WORSE. WENT TO DR FOR ROUTINE PHYSCIAL HE STATED ROTATOR CUFF, OR TENDONITITIS IN RT SHOULDER

WC 10/1/2010 *

CUSHMAN,HENRY CT 09/15/2011 CLMNT LIFTING BUNDLES OF NEWSPAPER

WC 10/1/2010 *

ECKMAN,HATTIE,K PA 05/25/2011 AFTER LEAVING MEETING WITH ADVERTISER, TRAVELLING EAST ON 73 WHEN I STRUCK A VEHICLE WHICH HAD RUN A STOP SIGN. BOLTH VEHICLES WERE DETERMINED TO BE 'TOTALLED'. I SUSTAINED NUMEROUS INJURIES FOR WHICH I WAS TREATED AT PMMC

WC 10/1/2010 *

HILLS,JAMES PA 02/03/2011 EE WAS PUTTING PAPERS IN BOX AND FELL ON ICE,STRUCK RIGHT KNEE, RIGHT ELBOW AND LEFT HAND ON GROUND


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WC 10/1/2010 *

HOLLOWAY,WILLIAM PA 03/10/2011 WHILE MOVING BUNDLES OF PAPER AROUND IN THE VAN, EMPLOYEE FELT SOMETHING 'POP' AND 'TEAR' IN RIGHT SHOULDER

WC 10/1/2010 *

HVIZDAK,PETER CT 07/29/2011 EE WAS DRIVING HIS PERSONAL VEHICLE ON COMPANY BUSINESS WHEN HE WAS REARENDED BY ANOTHER VEHICLE, RESULTING IN UNSPECIFIED INJURIES TO HIS BACK AND NECK.

WC 10/1/2010 *

SOLOMON,DAVID CT 08/06/2011 FATALITY; IW WAS INVOLVED IN A VEH ACCIDENT.

WC 10/1/2010 *

WHITE,KEVIN MI 09/15/2011 IE WAS PICKING UP A GAP PLATE TRIPPED ON THE BACK OF TRUCK ON THE INSIDE AND PLATE FELL ONTOP OF THE IE

AL 10/1/2011 *

STETTLER ANDREW PA 06/21/2012 IV WAS CHANGING LANES, AND WAS STRUCK BY OV. UNK POI AND EXT OF DMG, PLEASE CONFIRM.

AL 10/1/2011 *

UNK UNK PA 05/31/2012 BROKEN DOOR GLASS - UNK THREW OBJECT BROKE DOOR GLASS - 2000 WORKHORSE 5T4KP31R9Y3322464

AL 10/1/2011 *

WILLIAMS,JOHN PA 02/29/2012 EE VEHICLE (TRUCK) IN RIGHT LANE WAS CUT OFF BY CAR FROM LEFT LANE - CAR HIT TRUCK

WC 10/1/2011 *

BAIZE,TIMOTHY,A MI 11/14/2011 IW FELL BACK INTO A ROLL SLIDE PIT.

WC 10/1/2011 *

BLEVINS,ERIC PA 05/21/2012 IW OPENED THE DOOR TO PUT PAPERS IN THE BOX, IW SLIPPED ON THE RUNNING BOARD & GRABBED THE HANDLE AND WENT SIDEWAYS FEELING A STRETCH IN THE LOWER RT SIDE.

WC 10/1/2011 *

CAIN,WILLIAM,B PA 01/31/2012 IE TRIPPED GOING UP STEPS. TWISTED FOOT AND SUSTAINED FRACTURE.

WC 10/1/2011 *

CHELL,LISA NJ 05/21/2012 IW STEPPED FROM ENTRANCE RUG TO TILE FLOOR, SLIPPED AND FELL LANDING ON KNEES, ALSO INJ RIGHT ARM, BOTH KNEES AND BACK.

WC 10/1/2011 *

CUSHMAN,HENRY CT 01/27/2012 IW DRIVING IV S BOUND IN I-95, GOT OFF EXIT 9, IV SWERVED TO AVOID A DEER,VEH WENT DOWN EMBANKMENT AND GOT INJURED, CUTS AND BRUISES ARMS, HEAD. VEH ALSO HIT A GUARD RAIL.


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WC 10/1/2011 *

DREIBELBIS ALAN PA 06/14/2012 WHEN IW WAS HANGING PLATES, HIS R THUMB BECAME SWOLLEN.

WC 10/1/2011 *

FLORA MICHAEL NY 06/06/2012 EMPLOYEE INJURED HIS RIGHT THUMB AND POINTER FINGER IN THE PRESS.

WC 10/1/2011 *

FOLEY,EDWARD PA 03/13/2012 EMPLOYEE WAS HIT BY ANOTHER VEHICLE FROM BEHIND WHILE RETURNING FROM SALES CALL.

WC 10/1/2011 *

HVIZDAK,PETER CT 03/28/2012 IW WAS DRIVING TO AN ASSIGNMENT WHEN A VEHICLE REAR ENDED THE VEHICLE IW WAS DRIVING- NECK & BACK WERE INJURED

WC 10/1/2011 *

HVIZDAK,PETER CT 03/28/2012 COURSE OR EMPLOYMENT AS VIDEOGRAPHER

WC 10/1/2011 *

JACOBS,MIRIAM NJ 04/17/2012 EMPLOYEE SET HER ITEMS AT HER DESK, LOST BALANCE, FELL AND STRUCK HEAR HEAD ON DESK.

WC 10/1/2011 *

JOHNSON,JEFFREY MI 04/09/2012 IW WALKED UP TO HIS VEHICLE & BENT OVER RESULTING IN A STRAIN TO THE LOWER BACK

WC 10/1/2011 *

JOHNSTON,PATRICIA PA 01/13/2012 IW FELL DOWN THE OUTSIDE STEPS. IW HAD SURGERY ON HER ELBOW AND THE IW HIT HER HEAD

WC 10/1/2011 *

PETTIWAY,TOMMY,L NY 04/19/2012 THE IE GOT STUCK IN FREIGHT ELEVATOR AND HURT HIS SHOULDER

WC 10/1/2011 *

PRICE,DANIEL CT 01/27/2012 IE WAS GETTING A ROLL OF NEWS PRINT AND WAS FACING THE OPPOSITE END AND DID NOTICED A ROLL WAS COMING DOWN WHICH PIN THE IE BETWEEN TWO NEWS PRINT ROLLS

WC 10/1/2011 *

RASNAKE,JANICE MI 04/01/2012 IW MOVING A BUNDLE IN BACK OF HER VAN, INJURED LEFT SHOULDER ROTATOR CUFF

WC 10/1/2011 *

SCHETTLER,MAE MI 05/05/2012 IW REACHED FOR BUNDLE OF INSERTS AND SUSTAINED SPRAIN TO WRIST. PLEASE CONFIRM EXT OF INJURY AND LOCATION OF SPRAIN.

WC 10/1/2011 *

STETTLER ANDREW PA 06/21/2012 IW WAS IN MOTOR VEHICLE ACCIDENT, SUSTAINED WHIP LASH SYMPTOMS TO UPPER BACK, SHOULDERS, AND NECK. PLEASE CONFIRM EXT OF INJ.

WC 10/1/2011 *

STONE BARBARA J MI 11/04/2011 IW HURT HER BACK WHILE REACHING


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WC 10/1/2011 *

TERRACE,MICHAEL CT 12/07/2011 IE UNLOADING MATERIAL & FELL BETWEEN END OF TRUCK & THE LOADING DOCK ENTERANCE

WC 10/1/2011 *

VANORDEN,DONALD,W MI 03/23/2012 EE SAID HE HAD LOADED PALLET JACK, AND LOADED JACK ROLLED OVER HIS TOES.

WC 10/1/2011 *

WRINN,JOHN CT 12/12/2011 IW WAS PULLING A CONVAYER OUT OF BLDG SLIPPED AND FELL AND INJURED LOWER BACK.

NLRB Matters On July 25, 2012, an unfair labor practice charge was filed against The Record (Troy, NY) claiming that The Record violated Section 8(a)(1) and (3) of the National Labor Relations Act by refusing to deduct union dues from employees’ paychecks, while allowing deductions to be made for United Way contributions and other purposes. On August 16, 2012, this charge was dismissed by Region 3 of the National Labor Relations Board. Employment-Related Litigation 1. 2011 Michigan DOL FLSA audit. In April 2011, The Oakland Press, in the Michigan cluster, experienced a routine DOL wage and hour audit. The DOL found no material findings and recommended the company perform an internal audit of two years of payroll records to ensure full compliance. The internal audit was completed in June 2011 and back overtime pay was computed and was $35,000.00 in total expenditure to 85 employees. The payouts were reviewed by the DOL and paid in June 2011. 2. Joan Childs matter. Plaintiff initially filed her Complaint on November 10, 2011 in the Eastern District of Pennsylvania, and filed her First Amended Complaint on June 19, 2012. The Amended Complaint alleges two counts of age discrimination and two counts of retaliation under the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., and the Pennsylvania Human Relations Act, 43 P.S. § 955(a), et seq. Specifically, Plaintiff alleges that she was terminated on April 11, 2011 as part of a reduction in force on the basis of her age, and then not hired for two open positions with Journal Register East, Inc. due to her age, while younger candidates were hired. Plaintiff also alleges that the decision not to hire Plaintiff following her termination was in retaliation for her filing a Charge of Discrimination with the U.S. Equal Employment Opportunity Commission (“EEOC”) on June 7, 2011. Document discovery is completed, and depositions of Plaintiff and two company employees have been completed. Two additional company employees are scheduled to be deposed, and a settlement conference is set to be scheduled on October 31, 2012, at which point the parties will proceed to motion practice. The Company denies the substantive allegations of discrimination and retaliation in their entirety.


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3. Nick Zbickiak complaint. EEOC complaint of age discrimination. Claimant applied for internal job posting. A younger candidate was selected and claimant was subsequently included in an RIF in Aug. 2011. The EEOC conducted an investigation and charges were dismissed in July 2012.


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EXHIBIT J

Senior Management of the Debtors

Name Tenure Position Experience/Responsibilities John Paton 2010-present Chief Executive

Officer John Paton is the CEO of Digital First Media. John Paton is a career newspaper executive who has been responsible for both print and online divisions in the US, Canada, France and Spain. Prior to joining Journal Register Company, John was the co-founder of impreMedia.

Jeffrey Bairstow 2010-present President and Chief Financial Officer

Prior to joining Journal Register Company, Jeffrey served as Chief Financial Officer of CCBR-Synarc, Inc., and was also the President of its Global Imaging Division. Mr. Bairstow also held a number of senior positions in both operations and finance in public and private settings in the healthcare and technology industries holding the title of President at America Service Group, RelayHealth and Managed Health Network. Mr. Bairstow is a graduate of Vanderbilt University and received a MBA from Vanderbilt’s Owen School of Business.

Michael Kuritzkes 2012-present Executive Vice President and General

Counsel

Before joining Digital First Media, Mr. Kuritzkes was General Counsel of Philadelphia Media Network, the owner of The Philadelphia Inquirer, The Philadelphia Daily News and Philly.com. Prior to Philadelphia Media, Mr. Kuritzkes held several senior positions in the energy industry including serving as Senior Vice President and General Counsel of Sunoco, Inc. from 2000 to 2010. Mr. Kuritzkes also has extensive experience as a transactional


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lawyer both in law firms and in-house.

William J. Higginson 2006-2010 (Senior Vice president of

production); 2010 – present

(President and Chief Operating Officer

President and Chief Operating Officer

Mr. Higginson started his career as a pressman for Matzner Publications in 1973. He has served the Company in various management and operational positions from Production Director at the Trentonian, in Trenton, New Jersey to operational responsibility for the Company’s Connecticut cluster, including its flagship property, the New Haven Register. In 1994, Mr. Higginson moved to the corporate office as Corporate Production Director where he was instrumental in the formation of Journal Register Company and its initial public offering and listing on the NYSE.

Gary Struening 2005-present Vice President - Finance

Prior to joining Journal Register Company, Gary was Corporate Controller for Amazing Savings, Inc.

Arturo Duran 2010- present Executive Vice President, digital

Prior to joining Journal Register Company, Arturo served as Chief Executive Officer of ImpreMedia Digital, LLC, and was President of Interactive and Business Integration for Canwest Mediaworks. Mr. Duran has a long and distinguished career in the online field. He previously served in executive roles at AOL including those of Vice President, Multicultural, for AOL Media Networks, VP Marketing and Interactive Content for AOL Canada, and Director Business Development for AOL Mexico as member of the Team that launched AOL Latin America. Prior to those appointments, Mr. Duran was the Director of Business Development, Internet Division


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for the Polaroid Corporation. Robert Monteleone 2010-present Chief Human

Resources Officer Prior to joining Digital First Media, Robert had more than 20 years experience in human resources at Covanta Energy, the York Group and Sara Lee Bakery World Wide.

Adam Burnham 2007-present Vice President, Local Sales

Prior to joining Journal Register Company, Adam worked as the Suburban Journals of Greater St. Loiuis.

James Brady 2011-present Editor-in-Chief James oversees the editorial strategy and operations. Prior to his current position, James was the general manager of TBD.com, and was part of the washingtonpost.com’s launch team. n between his stints at washingtonpost.com, Brady spent more than four years at America Online, serving as Group Programming Director, News & Sports; Executive Director, Editorial Operations; and Vice President, Production & Operations. During his time at AOL, Brady was in charge of the service’s coverage of the 9/11 terrorist attacks and the 2000 presidential election. Brady began his career as a sportswriter at The Washington Post in 1987.

Jonathan Cooper 1998-present Vice President Media Relations & Employee

Communications

Jonathan previously served as managing editor and online director of the New Haven Register and editory of The Herald (New Britain,CT) and The Register Citizen (Torrington, CT).

t


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EXHIBIT K

Payroll

Pursuant to Local Rule 1007-2(b)(1)-(2)(A), the following provides the estimated amount of payroll to the Debtors’ employees (not including officers, directors, and stockholders) and the estaimted amount to be paid to officers, stockholders, directors, and financial and business consultants for the thirty (30) day period following the filing of the chapter 11 petitions.

Payment to Employees (Not including Officers,

Directors, and Stockholders)

$6,581,910

Payment to Officers, Directors, and Stockholders

$452,500

Payment to Financial and Business Consultants

$788,000


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EXHIBIT L

Debtors’ Estimated Cash Receipts and Disbursements for the Thirty (30) Day Period Following the Filing of the Chapter 11 Petition

Pursuant to Local Rule 1007-2(b)(3), the following provides, for the 30-day period following the filing of the Debtors’ chapter 11 petitions, the estimated cash receipts and disbursements, estimated net cash gain or loss, and estimated obligations and receivables expected to accrue that remain unpaid, other than professional fees.

Cash Receipts $20,674,000

Cash Disbursements $21,691,000 Net Cash Gain/Loss $(1,017,000)

Unpaid Obligations $30,993,000 Unpaid Receivables $27,870,000


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ANNEX A

Corporate Structure Chart



DE Corporation


DE Corporation

Register Company, Inc.

DE Corporation

Chanry Communications Ltd.

NY Corporation

(Inactive)

Orange Coast Publishing Co.

CA Corporation

(Inactive)Northeast Publishing

Company, Inc.

DE Corporation

St. Louis Sun Publishing Co.

DE Corporation

Journal Register Supply, Inc.

DE Corporation

JiUS, Inc.

DE Corporation

21st Centrury Newspapers, Inc.

DE Corporation

Middletown Acquisition Corp.

DE Corporation

Acme Newspapers, Inc.

PA Corporation

Pennysaver Home

Distribution Corp.

NY Corporation

(Inactive)

All Home Distribution Inc.

NY Corporation

(Inactive)

The Goodson Holding Company

DE Corporation

Hometown Newspapers, Inc.

RI Corporation

(Inactive)

Heritage Network Incorporated

MI Corporation

Morning Star Publishing

Company

MI Corporation


MI CorporationGreat Lakes Media, Inc.

MI Corporation

Journal Company, Inc.

Trademark Owner

DE Corporation

Voice Communications Corp.

MI Corporation

Greater Detroit Newspaper Network,

Inc.

MI Corporation

Great Northern Publishing, Inc.

MI Corporation

Up North Publications, Inc.

MI CorporationSaginaw Area Newspapers, Inc.

MI Corporation

50% Ownership of Journal Company, Inc.

JRC Media, Inc.

NJ Trademark Owner

DE Corporation


Corporate Structure

JR East Holdings, LLC

DE LLC

July 14, 2011

Digital First Media Inc.

DE Corporation


JRC2

Documents

great northern

orange coast

nittany valley

jr east holdings

louis sun

recovery master

journal register

internal job