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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: JOURNAL REGISTER COMPANY, et al.,1 Debtors. ) ) Chapter 11 ) ) Case No. 12-13774 (___) ) ) (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 Debtors 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. 4. Debtors Business and Overview. 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,

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 customers 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 customers 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 Manhattane.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. 12. Newspaper and Digital Operations 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 Jerseys 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 states premier lifestyle magazine. The Connecticut daily newspapers and nondaily 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 nondaily 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. 22.

Revenues. 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 customers 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. 25. The Debtors Prepetition Organizational Structure. 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. 26. The Debtors Prepetition Capital Structure. 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) 27. Revolving Loan Agreement. 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

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) 28. Tranche A Loan Agreement. 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.
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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) 30. Tranche B Loan Agreement. 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 By this motion (the Joint Administration Motion), the Debtors seek entry of an

37.

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

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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 By this motion (the Consolidation Motion), the Debtors seek entry of the

41.

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 By this motion (the Extension Motion), the Debtors seek entry of the Proposed

43.

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. A. OPERATIONAL MOTIONS 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 By this motion (the DIP Motion), the Debtors seek entry of the Interim and

45.

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 By this motion (the Employee Wage Motion), the Debtors seek entry of interim

47.

and final orders (i) authorizing (but not directing) them to pay, in their sole discretion, the prepetition 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 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 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 Debtors estates, their creditors, and all other parties in interest, and will enable the Debtors to

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continue to operate their businesses in chapter 11 without disruption. Accordingly, on behalf of 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 By this motion (the Customer Programs Motion), the Debtors seek the entry of

53.

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 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 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 By this motion (the Cash Management Motion), the Debtors seek entry of

54.

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 cashiers 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 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 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 By this motion (the Tax Motion), the Debtors seek entry of interim and final

57.

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 Authoritys 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 As of the Petition Date, the Debtors estimate that

checks or ACH electronic transfers.

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 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 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 By this motion (the Shippers Motion), the Debtors seek entry of the Proposed

62.

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 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 Shippers Motion should be approved. 3. A. RETENTION APPLICATIONS 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 By this application (the ALCS Application), the Debtors request entry of an

73.

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 Courts 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 ALCSs rates are competitive and reasonable given ALCSs 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 clerks 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 creditors 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 creditors 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.

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

State of Connecticut

Journal Register Company Retirement Plan Trust

Kruger Inc.

Affinity Express, Inc

White Birch Paper Company

Full Throttle Digital Media

Monster Worldwide, Inc Dba monster

p. (860) 808-5150 attn: Dennis S. Mondell 55 Elm Street, P.O. Box 120 Hartford, CT 06141 p. f. e. attn:BNY Mellon Asset Servicing 135 Santilli Highway Everett, MA 02149 p. (203) 364-1687 f. (514) 343-3126 e. mike.barry@kruger.com P.O. Box 71455 Chicago, IL 60694-1455 p. (847) 930-3200 f. e. Department 4397 Carol Stream, IL 60122-4397 p. (203) 661-3344 f. e. PO Box 79443 Baltimore, MD 06830 p. f. e. 5525 W Olympic Blvd Suite 301 Los Angeles, CA 90036 p. (800) 666-7837 f. e. P.O. Box 416803 Boston, MA 02241-6803

Tax Claim Settlement

$4,339,349.25

Pension Contribution

$3,200,000.00

Trade

$402,709.22

Trade

$300,091.33

Trade

$261,213.50

Trade

$216,900.00

Trade

$186,041.05

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

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Xpedx

Carey,Kramer,Pettit,Pa nichelli & Assoc.

10

CDW Direct LLC

11

City of Mount Clemens-Treas

12

Sun Chemical A Division of US Ink C

13

Montgomery, Mccracken, Walker& Rhoads, Llp

14

Flint Group North American Corporat

15

Publishers Circulation Fulfillment

16

AT&T Mobility

17

Saxotech Inc

p. (888) 863-9769 (888) 973-3978 f. e. PO Box 644520 Pittsburgh, PA 15264-4520 p. (610) 341-0200 f. (610) 341-0260 e. PO Box 824435 Philadelphia, PA 19182-4435 p. (800) 800-4239 f. (847) 465-6800 e. CustomerRelations@web.cdw.com Attn: Credit 200 N Milwaukee Vernon, IL 60061 p. (586) 469-6818 ext. 1 f. (586)-469-7603 e. mdluge@cityofmountclemens.com 1 Crocker Blvd Mount Clemens, MI 48043-2525 p. (973) 404-6000 f. (973)-404-6001 e. PO Box 2193 Carol Stream, IL 60132-2193 p. (215) 772-1500 f. (215) 772-7620 e. vsikes@mmwr.com 123 South Broad Philadelphia, PA 19109-1099 p. (734) 781-4600 f. (734) 781-4699 e. 1455 Paysphere Circle Chicago, IL 60674 p. (410) 821-8614 f. e. sales@pcfcorp.com 22 W Pennsylvania Ave Suite 505 Towson, MD 21204 p. (404)236-6000 f. e. PO Box 6463 Carol Stream, IL 60197-6463 p. (813) 221-1600 f. (813) 221-1604 e. info@saxotech.com 302 Knights Run Avenue Suite 1150 Tampa, FL 33602

Trade

$110,718.87

Rent

$107,542.92

Trade

$104,671.79

Utility

$96,632.19

Trade

$86,269.45

Legal

$77,032.53

Trade

$73,834.94

Trade

$59,977.41

Utility

$54,747.67

Trade

$52,692.90

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18

XO Communications Services

19

Southern Lithoplate Inc

20

G.E. Richards Graphic Supply

21

Jams Media, LLC

22

Keilhauer

23

AGFA Corp

24

United Illuminating Co.

25

Gallagher Fiduciary Advisors LLC

26

PDI Plastics, Cannon Group, Inc.

27

Mt Pleasant Commerce Center LLC

p. 703-547-2000 f. e. 14239 Collections Center Chicago, IL 60693 p. f. 919-554-0786 e. info@slp.com PO Box 741887 Atlanta, GA 30374-1887 p. 717.898.3151 f. e. inquiry@gerichards.com PO Box 339 Landisville, PA 17538 p. 810-245-9343 f. 810-245-9375 e. info@mihomepaper.com 10450 Enterprise Drive Davisburg, MI 48350 p. 800-724-5665 f. 416-759-5723 e. Dept CH 17170 Palatine, IL 60055-7170 p. 800.540.2432 f. 201.440.6794 e. PO Box 2123 Carol Stream, IL 60132-2123 p. 800-442-5004 f. 203-499-2411 e. Attn: Jim Piergrossi PO Box 9230 Chelsea, MA 02150-9230 p. 215.545.6000 f. 215.557.4525 e. PO Box 71396 Chicago, IL 60694-1396 p. 800-634-0017 f. 614-890-0467 e. sales@pdisaneck.com PO Box 635994 Cincinnati, OH 45263-5994 p. (262) 938-4449 f. e. tbareta@mlgcommercial.com PO Box 503 Mt Pleasant, MI 48804-0503

Utility

$52,182.90

Trade

$51,040.00

Trade

$50,563.09

Trade

$50,155.36

Trade

$46,760.87

Trade

$41,862.30

Utility

$41,619.32

Consulting

$35,000.00

Trade

$34,528.32

Rent

$30,285.00

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28

Ouky Property, LLC

29

Legacy.com Inc

30

Gabriels Technology Solutions

31

Competitive Media Reporting LLC

p. f. e. 13704 Ironwood Dr Shelby Twp, MI 48315 p. (847) 864-4497 f. 888-397-3366 e. 820 Davis Street #210 Evanston, IL 60201 p. 212-741-0700 x115 f. e. mediasales@gabriels.net 1250 Broadway FL 28 New York, NY 10001-3721 p. f. e. george.carens@kantarmedia.com PO BOX 7247-9301 Philadelphia, PA 19170-9301 p. 800-733-3740 f. 802-264-1485 e. P.O. Box 130 Burlington, VT 05402-0130 p. 215.568.4580 f. 215.564.1968 e. philadelphia@accountemps.com Robert Half 12400 Collectio Chicago, IL 60693 p. 212.627.3439 f. 212.208.4374 e. 217 Water Street 3rd Floor New York, NY 10038 p. f. e. 5525 West Olympic Blvd #3 Los Angeles, CA 90036 p. 781-685-3240 f. 978-851-5058 e. info@atex.com 410 North Wickham Rd #100 Melbourne, FL 32935 p. f. e. Retirement Group PO Box 1507 Pennington, NJ 08534

Rent

$30,125.00

Trade

$28,970.90

Trade

$28,350.00

Trade

$28,305.00

32

The Lane Press, Inc.

Trade

$27,753.92

33

Accountemps

Trade

$26,570.10

34

Email Predict LLC

Consulting

$25,605.67

35

Autoproyecto LLC

Trade

$25,547.00

36

Atex Inc

Trade

$23,127.20

37

Merrill Lynch, Pierce, Fenner & Smith

Benefit Plan 401(K)

$23,055.65

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38

Font Bureau

39

Seyfarth & Shaw

40

Tristaff Search

41

Illuminating Company

42

Travidia

43

McGrann Paper Corp

44

ADP Inc

45

DeNardo Consulting Group

46

One Heritage Place LLC

47

AppVault LLC

p. 617.423.8770 f. 617.423.8771 e. info@fontbureau.com 179 South St 7th Floor Boston, MA 02210 p. (212) 218-5269 f. (212) 218-5526 e. rdremluk@seyfarth.com 3807 Collections Center D Chicago, IL 60693 p. 858-453-1331 f. 858-453-6022 e. sandiego@tristaff.com 6336 Greenwich Dr #100 San Diego, CA 92122 p. 800-589-3101 f. e. PO Box 3638 Akron, OH 44309-3638 p. (530) 343-6400 f. (530) 892-9369 e. info@travidia.com 265 Airpark Blvd #500 Chico, CA 95973 p. (800)240-9455 f. e. PO BOX 713173 Cincinatti, OH 45271-3173 p. 800-225-5237 f. e. support.adp.com PO Box 7247-0372 Philadelphia, PA 19170-0372 p. 805-340-7359 f. 310-514-1607 e. mdenardo@denardoconsulting.com 34 Surfspray Bluff Newport Coast, CA 92657 p. 298-372-2272 f. 248-357-2508 e. C/O Grubb & Ellis Managem Attn: Accounts Southfield, MI 48076 p. 888.469.2490 f. e. support@appvault.com 1800 Parkway Place #1000 Marietta, GA 30067

Trade

$22,080.00

Legal

$22,038.16

Trade

$20,833.00

Utility

$20,723.36

Trade

$20,464.00

Trade

$19,669.96

Trade

$19,645.46

Consulting

$19,638.97

Rent

$19,262.04

Trade

$18,520.00

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48

The Post-Standard

49

Salesforce.com, Inc

50

Minute Men, Inc.

p. 315-470-0011 f. e. classified@syracuse.com PO Box 4915 Syracuse, NY 13221 p. 800-667-6389 f. e. PO Box 203141 Dallas, TX 75320-3141 p. (877) 873-8856 f. e. email@minutemeninc.com PO Box 715237 Columbus, OH 43271-5237

Trade

$18,143.51

Trade

$17,850.00

Trade

$17,368.81

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EXHIBIT C Holders of Five Largest Secured Claims against the Debtors

Creditor 1. Alden Lenders

Address 885 Third Avenue, 34th Floor New York, NY 10022 100 Park Avenue, NY NY 10017

2. Wells Fargo, National Association

3. Tax Collector, Milford Connecticut

70 West River Street, Milford, CT 06460

Nature of Interest $152,300,000.00 Secured loan in connection with Term Loan A and Term Loan B Debt $13,232,921.00 Secured loan in connection with Revolving Loan Agreement and related Letter of Credit $195.46 Tax Lien

Amount

Collateral All assets of Journal Register Company and its affiliates All assets of Journal Register Company and its affiliates

C/U/D Undisputed

Undisputed

4. Town of Cromwell Tax Office

41 West Street, Cromwell, CT 06416

Unknown (referenced on Connecticut UCC statement #0002868960)

Tax Lien

All machinery, furniture and equipment owned by Journal Register East, Inc. All furniture, fixtures and equipment of Journal Register East, Inc.

Undisputed

Undisputed

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EXHIBIT D
JOURNAL REGISTER COMPANY and SUBSIDIARIES SUMMARY OF DEBTORS' ASSETS AND LIABILITIES

(in thousands, except share data) Assets Current assets: Cash and cash equivalents Accounts receivable, net of allowance for doubtful accounts Inventories Deferred income taxes - current Other current assets Total current assets

(unaudited) July 29, 2012

December 25, 2011

$ 1,530 24,412 2,715 2,946 5,628 37,231

$ 2,766 29,107 3,834 2,946 5,583 44,236

Property, plant and equipment, net of accumulated depreciation Goodwill Other intangibles, net Other assets Total assets Liabilities and Stockholders' Equity (Deficit) Current liabilities: Current portion of bank debt Current portion of tax settlement Current portion of capital leases Accounts payable Accrued interest Deferred subscription revenue Other accrued expenses and current liabilities
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103,202 49,026 36,218 9,370 $ 235,047

105,998 49,026 39,758 8,280 $ 247,298

$ 17,290 2,778 335 8,711 2,352 12,581 22,371

$ 8,981 2,591 326 7,260 3,813 12,636 23,322

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Total current liabilities

66,418

58,929

Bank debt - noncurrent Tax settlement liability - noncurrent Capital lease obligations - noncurrent Deferred income taxes Accrued retiree benefits and other liabilities Total liabilities 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 Common stock - Class B, $0.01 par value, 10,000,000 shares authorized, 3,563,106 shares issued and outstanding Additional paid-in capital Accumulated deficit Accumulated other comprehensive (loss), net of income taxes Net stockholders' deficit Total liabilities and stockholders' deficit

141,856 1,780 644 8,772 49,125 268,595

148,637 3,441 841 8,796 51,542 272,186

19 36 84,577 (107,430) (10,750) (33,548) $ 235,047

19 36 84,577 (98,802) (10,718) (24,888) $ 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 Foothills Media - Torrington Lease Exec Status Original Building Address 59 Field Street Torrington CT Lease Expiration Date Security Deposit Amount USD $6,630 TT has deposited with LL, the amount of $676.50 (one months 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)

Security Deposit Note

Connecticut Magazine New Haven Register

Renewed

Original

43 Woodland Street Hartford CT 40 Sargent Drive New Haven CT

7/31/2013

$676.50

12/31/2016

Middletown Press

Original

Jobs in the US

Original

386 Main Street Middletown CT 90 Bridge Street Westbrook ME

12/31/2012

$6,650.00

Silent 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)

5/31/2017

$0.00

None. (Lease, p. 2, sec. 3(d))

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Location Name/Use

Lease Exec Status

Building Address

Lease Expiration Date

Security Deposit Amount USD

Oakland Press Circ (Warehouse) Morning Star Straight Area Star Morning Star Leader Bldg

Relocated

MTM MTM

1824 Star-Batt Drive Rochester MI 222 N. Main Street Cheboygan MI 318 N. Cedar Kalkaska MI

2/14/2013

$1,530

Security Deposit Note 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)

12/31/2008 7/23/2009

Silent Silent 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)

21st Century Madison Heights

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190-194 E. Maple Road Troy MI

9/14/2012

$16,053.88

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Location Name/Use

Lease Exec Status

Building Address

Lease Expiration Date

Security Deposit Amount USD

INI Macomb Daily - Mt Clemens INI Macomb Daily - Mt Clemens Morning Star Mt Pleasant

Original

Original Original

200 Macomb Daily Drive Mt Clemens MI 100 Macomb Daily Drive Mt Clemens MI 711 W. Pickard Mt Pleasant MI

1/31/2013

$4,500.00

Security Deposit Note 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)

3/31/2014 9/30/2015

$0.00 $0.00

Silent Silent 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) 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)

INI - Macomb Daily (Warehouse)

Renewed

51620 Milano Macomb Twp MI

6/30/2013

$4,083.33

INI Macomb Daily - The Voice

Renewed

51180 Bedford Street New Baltimore MI

6/30/2013

$4,871.25

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Location Name/Use

Lease Exec Status

Building Address

Lease Expiration Date

Security Deposit Amount USD

INI Macomb Daily Roseville (Warehouse)

Renewed

16177 Common Road Roseville MI

8/31/2013

$5,200.00

Heritage Newspapers Southgate Oakland Press Circ (Warehouse)

Renewed

Renewed

One Heritage Place Southgate MI 8174 Goldie Walled Lake MI

10/31/2012

$27,957.00

Security Deposit Note 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. 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)

3/31/2014

$0.00

Oakland Press Circ (Warehouse)

Renewed

275 S. Glaspie Oxford MI 10525 Enterprise Drive Davisburg MI

9/30/2014

$2,975.00

Oakland Press Circ (Warehouse)

Renewed

3/13/2015

$3,500.00

INI Macomb Daily - Shelby Township

Renewed

48075 Van Dyke Utica MI

12/31/2013

$13,881.82

Silent 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)) 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)) 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

Shared Financial Services, LLC

MTM

Morning Star West Branch

MTM

Building Address 1115 E. Whitcomb Avenue Madison Heights MI 420/422 West Houghton Avenue West Branch MI

Lease Expiration Date

Security Deposit Amount USD

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

2/29/2012

$4,459

6/30/2010

$0.00

Morning Star Alpena

MTM

Heritage Newspapers

MTM

431 Ripley Blvd. Alpena MI 26395 Northline Commerce Taylor MI

12/31/2010

$1,250.00

Silent 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)

5/31/2012

$0.00

Morning Star Grand Travers Insider

MTM

410 S. Union Street Traverse City MI

5/31/2009

$5,600.00

Hanover
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5 Hanover Square New York, NY

11/30/2019

$178,120.83

(Lease, p. 4, sec. 29) 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)) 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. 2930, sec. 18)

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Location Name/Use

Lease Exec Status

Saratogian

Original

Phoenixville Morgantown

Renewed

Acme Newspapers Delaware County Daily Times Berks - Mont Newspapers

Original

Original

Building Address 20 Lake Avenue Saratoga Springs NY 150 Moreview Blvd Morgantown PA 311 East Lancaster Avenue Ardmore PA 500 Mildred Avenue Primos PA 12 S. 4th Street Hamburg PA

Lease Expiration Date

Security Deposit Amount USD

Security Deposit Note

6/30/2015

Silent

9/30/2017

Silent

$0.00

12/31/2016

MTM

6/30/2011

$1,000.00

Intercounty JRC Corporate Office JRC

Original

32-34 S Main Street Medford NJ 790 Township Yardley PA 307 Henry St. Alton IL

12/31/2012

$2,625.00

Silent TT to pay $1,000.00 as SD. (Lease, Basic Lease Provisions, sec. 9) 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) None. (Lease, Preamble, p. 3, sec. 14) Silent

Original Renewed

7/31/2018 8/31/2013

$0.00 $0.00

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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 1. The Goodson Holding Company 2. Journal Register East, Inc. Property Name InterPrint Journal Register Offset Address 2100 Frost Road Bristol, PA 19007 390 Eagleview Boulevard Exton, PA 19341 290 Commerce Drive Fort Washington, PA 19034 307 Derstine Avenue Lansdale, PA 19446 410 Markley Street Norristown, PA 19404 24 North Hanover Street Pottstown, PA 19464 1914 Parker Avenue Holmes, PA 19043 3732 West Chester Pike Newtown Square, PA 19073 600 Perry Street Trenton, NJ 08618 250 North Bradford Avenue West Chester, PA 19382 1015 Benner Pike State College, PA 16801

3. Journal Register East, Inc.

Montgomery Newspapers

4. The Goodson Holding Company (formerly owned by LRPA, LLC) 5. Journal Register East, Inc. (formerly owned by Times Herald Publishing Company, LLC) 6. The Goodson Holding Company

The Reporter The Times Herald

The Mercury

7. Journal Register East, Inc. 8. Journal Register East, Inc.

Town Talk County Press

9. Northeast Publishing Company, Inc. (formerly owned by Capitol City Publishing Company, LLC) 10. Journal Register East, Inc.

The Trentonian

Daily Local News

11. The Goodson Holding Company

Nittany Valley Offset

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Owner 12. The Goodson Holding Company

Property Name The Review

13. Journal Register East, Inc. 14. Journal Register East, Inc.

The Bristol Press The Herald

15. Journal Register East, Inc.

The Register Citizen

16. Journal Register East, Inc.

Foothills Trader

17. Journal Register East, Inc.

Imprint Printing

18. Independent Newspapers, Inc.

INI / Macomb Production Facility INI Gas Station

19. Independent Newspapers, Inc.

20. Independent Newspapers, Inc.

INI Mt. Clemens Lot

21. Great Lakes Media, Inc. 22. Great Lakes Media, Inc. 23. Great Lakes Media, Inc. 24. Heritage Network Incorporated 25. Heritage Network Incorporated

The Oakland Press The Oakland Press Circulation Annex The Oakland Press Lot Heritage Newspapers/Chelsea Heritage Newspapers/Saline Reporter

Address 6220 Ridge Avenue Philadelphia, PA 19128 99 Main Street Bristol, CT 06010 One Herald Square New Britain, CT 06051 190 Water Street Torrington, CT 06790 187 Church Street Torrington, CT 06790 97 Defco Park Road North Haven, CT 06473 35110 Garfield Road Clinton Township, MI 48035 16715-16851 15 Mile Road Clinton Township, MI 48035 lot # 50-55-593-04120 (97 Macomb Place) Mt Clemens, MI 48043 48 West Huron Pontiac, MI 48342 58 West Huron Pontiac, MI 48342 141 Wayne Street Pontiac, MI 48342 20750 Old US 12 Chelsea, MI 48118 106 West Michigan Avenue Saline, MI 48176

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Owner 26. Morning Star Publishing Company

Property Name Morning Star - The Citizen Morning Star - Citizens Journal Morning Star - Alma Buyers Guide Morning Star - Gaylord warehouse Morning Star - Gladwin Buyers Guide Morning Star St. Johns Buyers Guide Morning Star - warehouse Morning Star - Huron Postal Morning Journal The News Herald

27. Morning Star Publishing Company

28. Morning Star Publishing Company

29. Morning Star Publishing Company

30. Morning Star Publishing Company

31. Morning Star Publishing Company

32. Morning Star Publishing Company 33. Morning Star Publishing Company 34. Northeast Publishing Company, Inc. 35. Northeast Publishing Company, Inc.

36. Journal Register East, Inc. 37. Journal Register East, Inc. 38. Journal Register East, Inc. 39. Journal Register East, Inc.

The Daily Dispatch The Record The Daily Freeman Taconic Press

40. Journal Register East, Inc.

Taconic Press

Address 206 North Bridge Street Bellaire, MI 49615 112 East State Street Mancelona, MI 49659 311 East Superior Street Alma, MI 48801 1001 Dickerson Road Gaylord, MI 49734 317 West Cedar Avenue Gladwin, MI 48624 109 West Higham Street St. Johns, MI 48879 301 West Steel Street St. Johns, MI 48879 129 E. North Street Tawas, MI 48764 1657 Broadway Lorain, OH 44052 7085 Mentor Avenue Willoughby, OH 44094 130 Broad Street Oneida, NY 13421 501 Broadway Troy, NY 12180 79 Hurley Avenue Kingston, NY 12401 53 Front Street Millbrook, NY 12545 5 Merrit Avenue Millbrook, NY 12545

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

Property Name Trentonian Garage

Address 39 Escher Street Trenton, NJ 08618

Leased Real Property:

Lessor 1. Main Street Market, LLC

Lessee Middletown Acquisition Corp. Journal Register East, Inc. CTM Acquisitions, LLC

Date of Lease November 16, 2007

2. 40 Sargent Drive LLC

December 22, 2011

Address 386 Main Street 4th Fl Middletown, CT 06457 (Separate Leases for Space and Parking) 40 Sargent Drive New Haven CT 06511

3. Gothic Holding Company LLC

4. Quadrelle Realty Service 5. The Honke Building

6. 750, LLC

7. Dana Warp Mill LLC

Foothills Media Journal Register Company Journal Register Company JiUS, Inc. 21st Century Newspapers Inc. Independent Newspapers, Inc. 4

8. K.P.S. Corporation

9. Ouky Property LLC

March 23, 1990, as 43 Woodland Street amended July 20, Hartford, CT 06105 1995, as further amended November 11, 2000, as further amended December 5, 2005, and as further amended August 3, 2010 November 1, 2010 59 Field Street Torrington, CT 06790 August 8, 2009, as 307 Henry Street #406 Amended August Alton, IL 62002 13, 2012 August 14, 2012 750 N Orleans Suite 305 Chicago, IL 60654 February 2, 2006, 90 Bridge Street as amended Westbrook, ME 04092 January 12, 2011 November 1, 2006 1115 E. Whitcomb Ave Madison Heights, MI 48071 August 16, 1993, 100 Macomb Daily as amended April Drive 23, 2003 Mt. Clemens, MI 48034

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Lessor 10. Anfrec LLC

11. Gary T Hellebuyck

Lessee 21 Century Newspapers, Inc. 21st Century Newspapers, Inc.

st

Date of Lease Effective September 1, 2009 October 27, 2005, as amended September 25, 2009 June 16, 2000, as amended September 18, 2009 June 22, 2005, as extended October 5, 2009 July 1, 2000, as extended June 3, 2005, as extended November 12, 2009 January 14, 2001, as amended February 23, 2006, as extended September 25, 2009 April 1, 2008, as extended December 10, 2009 October 1, 2007, a extended January 10, 2010 Month to month

Address 200 Macomb Daily Drive Mt. Clemens, MI 48034 48075 Van Dyke Utica, MI 48316

12. Leone Construction

Independent Newspapers, Inc. Independent Newspapers, Inc. Independent Newspapers, Inc.

51620 Milano, Suite B Macomb Twp., MI 48042 16177 Common Road Roseville, MI 48063 51180 Bedford Street New Baltimore, MI 48047

13. West Common Assoc LLC 14. Blue Water Land Development

15. Star Batt Development 16. Commerce Property LLC

Oakland Press Oakland Press

1824 Star-Batt Drive Rochester, MI 48309 8174 Goldie Walled Lake, MI, 48390

17. James Guinn

21st Century Newspapers, Inc. Oakland Press

10525 Enterprise Dr, Ste D Davisburg, MI 48350 275 S. Glaspie, Suite D Oxford, MI 48370 318 N. Cedar Kalkaska, MI 49646 420 W Houghton West Branch, MI 48661 431 Ripley Blvd Alpena, MI 49707

18. Joseph Guinn Jr

19. Rodger Dewey

20. W. Branch Area Chamber Of Commerce 21. Wegbuild Venture

Up North Publications, Inc. Morning Star Publishing Company Morning Star Publishing Company

January 1, 2008 Month-to-Month Month to month

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Lessor 22. CMR Investments LP

Lessee Morning Star Publishing Company

23. United-Way Cheboygan 24. Union Street Investments 25. Ari-El Enterprises Inc

Morning Star Publishing Company Morning Star Publishing Company Heritage Newspapers

Date of Lease Address August 1, 2000, as 711 W Pickard amended March Mt. Pleasant, MI 48858 31, 2003, as further amended August 14, 2009 Month to month 222 North Main Street Cheboygan, MI 49721 Month to month 410 S Union Street Traverse City, MI 49684 One Heritage, Suite 100 & 150 Southgate, MI 48195

26. Rea Investments No 1 LLC

Heritage Network Incorporated

27. 190 East Maple LLC

28. 5 Hanover Square Property Investors II, LLC 29. Saratoga Prime Properties LLC 30. Banin Investment Group Limited Liability Company 31. Jim Webb

Greater Detroit Newspaper Network, Inc. Journal Register Company Journal Register East, Inc. Central Record Publications Berks-Mont Newspapers, a division of Journal Register East, Inc. 6

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 June 1, 2004, as extended May 12, 2009, as further extended October 5, 2009, May 31, 2007

26395 Northline Commerce, Suite 600601 Taylor, MI 48180 190-194 E. Maple Road Troy, MI 48071 5 Hanover Square 25th Floor New York, NY 10004 20 Lake Avenue Saratoga Springs NY 12866 32-34 S Main St Medford, NJ 08033 12 S. 4th Street Hamburg, PA 19526

February 29, 2012

June 13, 2012

November 1, 2011

July 1, 2010

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Lessor 32. Stony Hill Office Development II, LP 33. B&E Property Management, Ltd. 34. 500 Mildred Ave LLC

Lessee Journal Register Company Tri County Record Journal Register East, Inc. Journal Register East, Inc.

Date of Lease December 7, 2005, as amended August 1, 2006 October 1, 2012

December 22, 2011 December 22, 2011

Address 790 Township Line Road Yardley, PA 19067 150 Moreview Blvd Route 23 Morgantown, PA 19453 500 Mildred Avenue Primos PA 19018 311 East Lancaster Ave Ardmore, PA 19003

35. 311 East Lancaster, LLC

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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

1.

Property Daily Local or Journal Register East, Inc.

Name of Matter
DeCesare, Jason

Date Notified
6/28/2012

Type of Case Copyright Infringement

Description/Status 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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2.

Property Daily Local or Journal Register East, Inc.

Name of Matter Childs, Joan

Date Notified 11/10/2011

Type of Case Employment Practice Liability

Description/Status Plaintiff filed Complaint on 1110-11 and filed her First Amended Complaint on on 619-12. 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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3.

Property Delaware County Times or The Goodson Holding Company

Name of Matter Schneller, James

Date Notified 3/28/2011

Type of Case Publisher's Liability

Description/Status 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 315-12 to dismiss Plaintiff's Amended Complaint. Schneller filed 2nd Amended Complaint. Judge granted Defendants 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 Schnellers motion for reconsideration. Awaiting judges decision in New York court. Schneller recently filed an Affidavit in Support of his motion for reconsideration in New York. 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 preexisting 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.

4.

Kingston Daily Freeman or Journal Register East, Inc.

Davis, Donna

4/5/11

General Liability

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5.

Property Kingston Daily Freeman or Journal Register East, Inc.

Name of Matter Mercer, Arthur

Date Notified 8/3/11

Type of Case Publishers Liability

Description/Status 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. 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.

6.

Lansdale The Reporter or The Goodson Holding Company

Kaisla, Marja v. Lansdale et al

9/14/2010

Publishers Liability

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7.

Property Main Line Media or Journal Register East, Inc.

Name of Matter Riley, Thomas

Date Notified 6/21/2012

Type of Case Publisher's Liability

Description/Status 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. 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. Motor vehicle accident. GL claim Travelers assigns attorney to process.

8.

New Haven Register or Journal Register East, Inc.

Rivera, Herberto v, NHR

3/11/2011

General Liability

9.

New Haven Register or Journal Register East, Inc.

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

2/4/2011

General Liability

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10.

Property New Haven Register or Journal Register East, Inc.

Name of Matter Antar, Theodora v. NHR Gagliardi, Ralph v. NHR

Date Notified 11/2/2011 12/21/2011

Type of Case General Liability

Description/Status 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. 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. 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.

11.

New Haven Register or Journal Register East, Inc.

Gibson, David

3/19/2012

Publishers Liability

12.

New Haven Register or Journal Register East, Inc.

Orjuela, William

6/11/2007

Workers Comp

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13.

Property Norristown (Times Herald) or Journal Register East, Inc.

Name of Matter Macrina, Paula

Date Notified 10/6/2011

Type of Case Publishers Liability

Description/Status 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. 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. 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.

14.

Oakland Press or Great Lakes Media, Inc.

Zbiciak, Nick

1/13/2012

EEOC

15.

Oakland Press or Great Lakes Media, Inc.

LaBarge, Mark

2/14/2012

General Liability

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16.

Property Oakland Press or Great Lakes Media, Inc.

Name of Matter Semma, Jonathan

Date Notified 4/20/2011

Type of Case Publishers Liability

Description/Status 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. 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 claimants 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.

17.

Saratoga (The Saratogian) or Journal Register East, Inc.

Gibeault, Linda

Employment Practice Liability

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18.

Property Digital First Media, Inc.

Name of Matter Lackner, Zelda

Date Notified 6/26/2012

Type of Case Class Action

Description/Status 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 AL Policy Year 10/1/2008 * Claimant DAVIS,CHARLES State CT Accident Date 03/22/2009 Description IV WAS DRIVING ON RTE 80 AT EASTERN ST, HIT BY OV ON RIGHT REAR & SIDE. OV ROLLED OVER. CLAIMANT MOVING SHEET METAL FROM PARKING LOT AND SLIPPED ON ICE AND SNOW, FELL AND BROKE HIS WRIST CLAIMANT ALLEGES SHE STEPPED INTO A HOLE ON MARPLE CAMPUS OF DELAWARE COUNTY COMMUNITY COLLEGE A PERSON WAS WALKING ACROSS LAWN AND STEPPED INTO A HOLE AND WAS INJURED. 299B CUMULATIVE TRAUMA/REPETITIVE USE EMPLOYEE BENT OVER TO GATHER INSERTS/HURT LOWER BACK/PAIN IN LOWER BACK AND NECK IW 518-274-2176 MATTER ID 35824 IW SLIPPED ON ICE AND FELL EXITING A VAN INJURING THEIR LT KNEE. NEGATIVE C-2: EMPLOYER'S FIRST NOTICE OF THIS ALLEGED LOW BACK STRAIN INJURY WAS ON 10/31/05 WHEN RECEIVED CALL FROM PROVIDER. IW LIFTING OBJECTS, STRAINED RT SHOULDER

GL

10/1/2005 *

ORJUELA,WILLIAM

CT

01/19/2006

GL

10/1/2007 *

SCHWARTZ,DEBRA

PA

05/18/2008

GL

10/1/2008 * 3/1/2001 * 3/1/2001 *

RIVERA,HERIBERTO

CT

08/17/2009

WC WC

DIESI, PHILIP KENNEDY, JERILYN

CT NY

02/28/2002 08/22/2001

WC

10/1/2003 * 10/1/2004 *

HOLLOWAY,WILLIAM

PA

01/23/2004

WC

BUSHEY,MARY

NY

09/15/2005

WC

10/1/2005 *

BAKER,JAMES

CT

04/11/2006

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Type WC

Policy Year 10/1/2006 *

Claimant HUGHES,EDWARD

State PA

Accident Date 03/18/2007

WC

10/1/2006 *

OWEN,CAROL,C

PA

10/11/2006

WC WC

10/1/2006 * 10/1/2007 *

SMITH,WALTER BAKER,JAMES

PA CT

09/25/2007 12/21/2007

Description THE NEWSPAPER CART FELL ON THE IW WHILE HE WAS REMOVING IT FROM THE DELIVERY TRUCK. UNKNOWN BODY PARTS INJURED AT THIS TIME. EMPLOYEE COMPLAINS OF JOINT AND MUSCULAR PAIN IN RIGHT THUMB AND HAND RADIATING UP THROUGH FOREARM. EMPLOYEE FELL AND HIT THEIR HEAD ON THE SIDEWALK A BUNDLE GOT STUCK IN A MACHINE & THE I/W WAS TRYING TO UNSTICK IT WHEN HE STRAINED HIS LOW BACK & TAIL BONE EE BENT DOWN TO PICK UP A BUNDLE OF NEWSPAPERS IN THE TRUCK AND FELT PAIN IN LOW BACK. IE WAS CARRYING A PIECE OF EQUIPMENT AND STRAINED HIS LEFT SHOULDER. WHILE STACKING SKIDS, EMPLOYEE FELT PAIN IN RIGHT HAND FROM MIDDLE KNUCKLE TO WRIST. IV WAS TRAVELING NORTH STOP AT THE RED LIGHT WHEN THE IV WAS REAR ENDED EE SLIPPED ON STAIRS AND FELL DOWN. EE INJURED BOTH SHOULDERS AND LOW BACK. IW WAS STACKING PAPERS AT TRUCK ; OTHER EMPLOYEE PULLING IN STRUCK IW CAUSING FRACTURE TO RT ANKLE HIT BY CAR WHILE DELIVERING NEWSPAPERS, CAUSING INJURY TO LEFT SHOULDER, UPPER BACK AND LEFT KNEE. EE LOST BALANCE AND FELL IN HALLWAY. EE BANGED BACK OF HEAD ON WINDOW FRAME. IW WAS PULLING A PLATE OFF OF PRESS UNIT AND FELT PAIN IN RT SHOULDER OV GOING THRU GREEN LIGHT AND IV WENT TO TURN IN GAS STATION IN FRONT OF IV

WC

10/1/2007 *

CUSHMAN,HENRY

CT

02/27/2008

WC

10/1/2007 * 10/1/2007 *

MALICKI,FRANK

CT

10/10/2007

WC

MOSES,JEFFREY,R

PA

06/03/2008

WC

10/1/2007 * 10/1/2007 * 10/1/2007 *

MYERS,GLENN

CT

12/21/2007

WC

NICKELS,MARK

NY

12/05/2007

WC

SIMMONS,HARLAND

MI

03/17/2008

WC

10/1/2008 *

HAMMOND,EDWARD

NJ

10/16/2008

WC

10/1/2008 * 10/1/2008 * 10/1/2009 *

SPAK,TERESA

CT

04/15/2009

WC

TORRES,MIGUEL

CT

08/10/2009

AL

FOWLER,RICHARD

CT

12/24/2009

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Type WC

Policy Year 10/1/2009 *

Claimant HOLODY,TOM

State MI

Accident Date 10/18/2009

WC

10/1/2009 *

MARTIN,WILLIAM

CT

03/26/2010

WC WC

10/1/2009 * 10/1/2009 * 10/1/2010 * 10/1/2010 *

STROUD,JAMES TURNER,DARRELL

PA CT

09/07/2010 12/31/2009

Description IW TAKING BUNDLES OFF THE CONVEYOR AND FELT PAIN IN LEFT SIDE HIP, DIAGNOSED WITH STRAIN OF LEFT HIP IE TRIPPED OVER THE CURB AND FRACTURED HIS RIGHT SHOULDER. ALSO DISLOCATED HIS SHOULDER. IW WAS CARRING A BOX AND STRAINED HIS LEFT SHOULDER EE WAS LIFTING BUNDLES OUT OF THE TRUCK AND STRAINED THE LOWER BACK. OV RAN A RED LIGHT AND COLLIDED WITH IV CLMT ALLEGES HE STEPPED ON AN UNSECURED LOADING DOCK PLATE THAT CAUSED HIM TO FALL TO THE GROUND AND SUFFER SEVERE,PERMANENT INJURIES. IW WAS LIFTING POST OFFICE BAGS AND FELT A POP IN GROIN AREA IW WAS PULLING A BUNDLE OF PAPERS WHICH WERE CAUGHT ON GATE OF VAN - IW FELT A POP IN L SHOULDER 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 CLMNT LIFTING BUNDLES OF NEWSPAPER 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 EE WAS PUTTING PAPERS IN BOX AND FELL ON ICE,STRUCK RIGHT KNEE, RIGHT ELBOW AND LEFT HAND ON GROUND

AL GL

GETZ,EDMOND LABARGE,MARK

NY MI

11/16/2010 01/22/2011

WC

10/1/2010 * 10/1/2010 *

BRUMSEY,JAHAD

CT

09/21/2011

WC

CAMPBELL,GUY

MI

05/01/2011

WC

10/1/2010 *

CROOK,GARY,A

CT

03/10/2011

WC WC

10/1/2010 * 10/1/2010 *

CUSHMAN,HENRY ECKMAN,HATTIE,K

CT PA

09/15/2011 05/25/2011

WC

10/1/2010 *

HILLS,JAMES

PA

02/03/2011

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Type WC

Policy Year 10/1/2010 *

Claimant HOLLOWAY,WILLIAM

State PA

Accident Date 03/10/2011

WC

10/1/2010 *

HVIZDAK,PETER

CT

07/29/2011

WC WC

10/1/2010 * 10/1/2010 *

SOLOMON,DAVID WHITE,KEVIN

CT MI

08/06/2011 09/15/2011

Description WHILE MOVING BUNDLES OF PAPER AROUND IN THE VAN, EMPLOYEE FELT SOMETHING 'POP' AND 'TEAR' IN RIGHT SHOULDER 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. FATALITY; IW WAS INVOLVED IN A VEH ACCIDENT. IE WAS PICKING UP A GAP PLATE TRIPPED ON THE BACK OF TRUCK ON THE INSIDE AND PLATE FELL ONTOP OF THE IE IV WAS CHANGING LANES, AND WAS STRUCK BY OV. UNK POI AND EXT OF DMG, PLEASE CONFIRM. BROKEN DOOR GLASS - UNK THREW OBJECT BROKE DOOR GLASS - 2000 WORKHORSE 5T4KP31R9Y3322464 EE VEHICLE (TRUCK) IN RIGHT LANE WAS CUT OFF BY CAR FROM LEFT LANE - CAR HIT TRUCK IW FELL BACK INTO A ROLL SLIDE PIT. 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. IE TRIPPED GOING UP STEPS. TWISTED FOOT AND SUSTAINED FRACTURE. IW STEPPED FROM ENTRANCE RUG TO TILE FLOOR, SLIPPED AND FELL LANDING ON KNEES, ALSO INJ RIGHT ARM, BOTH KNEES AND BACK. 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.

AL

10/1/2011 *

STETTLER ANDREW

PA

06/21/2012

AL

10/1/2011 *

UNK UNK

PA

05/31/2012

AL

10/1/2011 *

WILLIAMS,JOHN

PA

02/29/2012

WC WC

10/1/2011 * 10/1/2011 *

BAIZE,TIMOTHY,A BLEVINS,ERIC

MI PA

11/14/2011 05/21/2012

WC

10/1/2011 * 10/1/2011 *

CAIN,WILLIAM,B

PA

01/31/2012

WC

CHELL,LISA

NJ

05/21/2012

WC

10/1/2011 *

CUSHMAN,HENRY

CT

01/27/2012

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Type WC WC

Policy Year 10/1/2011 * 10/1/2011 * 10/1/2011 *

Claimant DREIBELBIS ALAN FLORA MICHAEL

State PA NY

Accident Date 06/14/2012 06/06/2012

WC

FOLEY,EDWARD

PA

03/13/2012

WC

10/1/2011 *

HVIZDAK,PETER

CT

03/28/2012

WC WC

10/1/2011 * 10/1/2011 *

HVIZDAK,PETER JACOBS,MIRIAM

CT NJ

03/28/2012 04/17/2012

Description WHEN IW WAS HANGING PLATES, HIS R THUMB BECAME SWOLLEN. EMPLOYEE INJURED HIS RIGHT THUMB AND POINTER FINGER IN THE PRESS. EMPLOYEE WAS HIT BY ANOTHER VEHICLE FROM BEHIND WHILE RETURNING FROM SALES CALL. IW WAS DRIVING TO AN ASSIGNMENT WHEN A VEHICLE REAR ENDED THE VEHICLE IW WAS DRIVING- NECK & BACK WERE INJURED COURSE OR EMPLOYMENT AS VIDEOGRAPHER EMPLOYEE SET HER ITEMS AT HER DESK, LOST BALANCE, FELL AND STRUCK HEAR HEAD ON DESK. IW WALKED UP TO HIS VEHICLE & BENT OVER RESULTING IN A STRAIN TO THE LOWER BACK IW FELL DOWN THE OUTSIDE STEPS. IW HAD SURGERY ON HER ELBOW AND THE IW HIT HER HEAD THE IE GOT STUCK IN FREIGHT ELEVATOR AND HURT HIS SHOULDER 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 IW MOVING A BUNDLE IN BACK OF HER VAN, INJURED LEFT SHOULDER ROTATOR CUFF IW REACHED FOR BUNDLE OF INSERTS AND SUSTAINED SPRAIN TO WRIST. PLEASE CONFIRM EXT OF INJURY AND LOCATION OF SPRAIN. IW WAS IN MOTOR VEHICLE ACCIDENT, SUSTAINED WHIP LASH SYMPTOMS TO UPPER BACK, SHOULDERS, AND NECK. PLEASE CONFIRM EXT OF INJ. IW HURT HER BACK WHILE REACHING

WC

10/1/2011 * 10/1/2011 *

JOHNSON,JEFFREY

MI

04/09/2012

WC

JOHNSTON,PATRICIA

PA

01/13/2012

WC

10/1/2011 * 10/1/2011 *

PETTIWAY,TOMMY,L

NY

04/19/2012

WC

PRICE,DANIEL

CT

01/27/2012

WC

10/1/2011 * 10/1/2011 *

RASNAKE,JANICE

MI

04/01/2012

WC

SCHETTLER,MAE

MI

05/05/2012

WC

10/1/2011 *

STETTLER

ANDREW

PA

06/21/2012

WC

10/1/2011 *

STONE

BARBARA J

MI

11/04/2011

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Type WC

Policy Year 10/1/2011 * 10/1/2011 * 10/1/2011 *

Claimant TERRACE,MICHAEL

State CT

Accident Date 12/07/2011

WC

VANORDEN,DONALD,W

MI

03/23/2012

WC

WRINN,JOHN

CT

12/12/2011

Description IE UNLOADING MATERIAL & FELL BETWEEN END OF TRUCK & THE LOADING DOCK ENTERANCE EE SAID HE HAD LOADED PALLET JACK, AND LOADED JACK ROLLED OVER HIS TOES. 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 John Paton Tenure 2010-present Position Chief Executive Officer Experience/Responsibilities 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. 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 Vanderbilts Owen School of Business. 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

Jeffrey Bairstow

2010-present

President and Chief Financial Officer

Michael Kuritzkes

2012-present

Executive Vice President and General Counsel

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William J. Higginson

2006-2010 (Senior Vice president of production); 2010 present (President and Chief Operating Officer

President and Chief Operating Officer

Gary Struening

2005-present

Vice President Finance

Arturo Duran

2010- present

Executive Vice President, digital

lawyer both in law firms and in-house. 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 Companys 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. Prior to joining Journal Register Company, Gary was Corporate Controller for Amazing Savings, Inc. 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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Robert Monteleone

2010-present

Chief Human Resources Officer

Adam Burnham

2007-present

Vice President, Local Sales

James Brady

2011-present

Editor-in-Chief

Jonathan Cooper

1998-present

Vice President Media Relations & Employee Communications

for the Polaroid Corporation. 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. Prior to joining Journal Register Company, Adam worked as the Suburban Journals of Greater St. Loiuis. 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.coms 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 services 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 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).

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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) Payment to Officers, Directors, and Stockholders Payment to Financial and Business Consultants $6,581,910

$452,500 $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 Cash Disbursements Net Cash Gain/Loss Unpaid Obligations Unpaid Receivables $20,674,000 $21,691,000 $(1,017,000) $30,993,000 $27,870,000

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ANNEX A Corporate Structure Chart

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Corporate Structure
Journal Register Company DE Corporation

Chanry Communications Ltd. NY Corporation (Inactive)

Register Company, Inc. DE Corporation

JR East Holdings, LLC DE LLC

Digital First Media Inc. DE Corporation

Pennysaver Home Distribution Corp. NY Corporation (Inactive)

Journal Register East, Inc. DE Corporation 50% Ownership of Journal Company, Inc.

All Home Distribution Inc. NY Corporation (Inactive)

Northeast Publishing Company, Inc. DE Corporation

JiUS, Inc. DE Corporation

St. Louis Sun Publishing Co. DE Corporation

Orange Coast Publishing Co. CA Corporation (Inactive)

Middletown Acquisition Corp. DE Corporation

Journal Company, Inc. Trademark Owner DE Corporation Hometown Newspapers, Inc. RI Corporation (Inactive)

Journal Register Supply, Inc. DE Corporation

21st Centrury Newspapers, Inc. DE Corporation

Acme Newspapers, Inc. PA Corporation

JRC Media, Inc. NJ Trademark Owner DE Corporation

The Goodson Holding Company DE Corporation

Independent Newspapers, Inc. MI Corporation

Heritage Network Incorporated MI Corporation

Morning Star Publishing Company MI Corporation

Great Lakes Media, Inc. MI Corporation

Voice Communications Corp. MI Corporation

Greater Detroit Newspaper Network, Inc. MI Corporation

Great Northern Publishing, Inc. MI Corporation

Up North Publications, Inc. MI Corporation

Saginaw Area Newspapers, Inc. MI Corporation

July 14, 2011