journal register company - 2 - declaration of william higginson in support

7/31/2019 Journal Register Company - 2 - Declaration of William Higginson in Support

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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

)In re: ) Chapter 11

)JOURNAL REGISTER COMPANY, et al.,1 ) Case No. 12-13774 (___)

)Debtors. ) (Joint Administration Requested)

)

DECLARATION OF WILLIAM J. HIGGINSON IN SUPPORT OF DEBTORSCHAPTER 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 indirectsubsidiaries each filed a voluntary petition for relief under chapter 11 of title 11 of the United

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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 ofthe 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.



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



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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 eachfiled 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 and525 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



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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 presencein 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. Newspaper and Digital Operations12. The Debtors digital presence consists of 237 individual websites, 38 smartphone



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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 digitalpresence 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



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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 metropolitandaily 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



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18. The Debtors own two Cleveland, Ohio area daily newspaper operations, TheNews Herald(Willoughby) and The Morning Journal (Lorain). The aggregate daily circulation

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

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

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

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

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

19. The Debtors own three daily and eight non-daily publications in the Capital-Saratoga Region of New York. The Debtors daily publications in this area include The Record

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

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

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

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

distribution of approximately 80,161.

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



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C. Revenues.22.

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

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

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

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

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

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

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

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

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

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

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

both digital audience and revenue on the media platforms of the customers choice while

preserving and enhancing the Debtors print products.

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



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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 ofpublications 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



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

charge.

D. The Debtors Prepetition Organizational Structure.25. In June 2011, certain affiliates of Alden Global Capital Limited (Alden)

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

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

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

organizational structure as of the Petition Date.

E. The Debtors Prepetition Capital Structure.26. As of the Petition Date, the Debtors have outstanding debt obligations in the

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

existing under the Revolving Loan Agreement.

(ii) Tranche A Loan Agreement.



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

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

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

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

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

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

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

Revolving Loan Agreement.

(iii) Tranche B Loan Agreement.



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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 June2011, 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



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


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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 havefiled 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


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

An order has been entered in accordance with Rule 1015(b) of theFederal Rules of Bankruptcy Procedure directing joint

administration of the chapter 11 cases of Journal RegisterCompany, Digital First Media Inc., Register Company, Inc.,Chanry Communications Ltd., Pennysaver Home DistributionCorp., All Home Distribution Inc., JR East Holdings, LLC, JournalRegister East, Inc., Journal Company, Inc., JRC Media, Inc.,Orange Coast Publishing Co., St. Louis Sun Publishing Co.,Middletown Acquisition Corp., JiUS, Inc., Journal RegisterSupply, Inc., Northeast Publishing Company, Inc., Hometown

Newspapers, Inc., The Goodson Holding Company, AcmeNewspapers, Inc., 21st Century Newspapers, Inc., Morning StarPublishing Company, Heritage Network Incorporated, IndependentNewspapers, Inc., Voice Communications Corp., Great LakesMedia, Inc., Up North Publications, Inc., Greater DetroitNewspaper Network, Inc., Great Northern Publishing, Inc., andSaginaw Area Newspapers, Inc. All further pleadings and otherpapers 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


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

should be approved.

B. Debtors Motion for an Order Authorizing the Debtors to (A) Prepare a List

of Creditors in Lieu of a Formatted Mailing Matrix, (B) File a Consolidated

List of the Debtors 50 Largest Unsecured Creditors and (C) Mail Initial

Notices

41. By this motion (the Consolidation Motion), the Debtors seek entry of theProposed 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 forththerein 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.


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44. I have reviewed the Extension Motion and verify that the facts set forth thereinare accurate, and I believe the relief requested in the Extension Motion is in the best interest of

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

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

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

2. OPERATIONAL MOTIONS

A. Debtors Motion for Entry of Interim and Final Orders Pursuant to 11

U.S.C. 105, 361, 362, 363, 364 and 507 and Rules 2002, 4001 and 9014 of

the Federal Rules of Bankruptcy Procedure (I) Authorizing the Debtors to

Incur Postpetition Secured Indebtedness with Priority over Existing Secured

Indebtedness and with Administrative Superpriority, (II) Granting Liens,

(III) Authorizing the Debtors to Use Cash Collateral Pursuant to 11 U.S.C.

363 and Providing for Adequate Protection, (IV) Modifying Automatic Stayand (V) Scheduling a Final Hearing

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


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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




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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 areaccurate, 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 Processand Pay All Checks Presented for Payment and to Honor All Funds Transfer

Requests Made by the Debtors Relating to the Foregoing

47. By this motion (the Employee Wage Motion), the Debtors seek entry of interimand final orders (i) authorizing (but not directing) them to pay, in their sole discretion, the pre-

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

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

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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

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50. By this motion (the Insurance Motion), the Debtors seek entry of interim andfinal 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 Debtorsmaintain 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

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

D. Debtors Motion for Entry of an Interim and Final Order Authorizing the

Debtors to Continue to Honor Customer Programs in the Ordinary Course

of Business

53. By this motion (the Customer Programs Motion), the Debtors seek the entry ofinterim 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 toprepaid advertising and subscriptions, and adjustments for advertising and billing errors, are

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

should be approved.

E. Debtors Motion for Entry of an Interim and Final Order (A) Authorizing

the Debtors to (I) Continue Use of Existing Cash Management System, Bank

Accounts and Business Forms and (II) Authorizing Debtors to Open New

Debtors-in-Possession Accounts, and (B) Extending the Debtors Time to

Comply With Section 345(b) of the Bankruptcy Code

54.

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

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

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

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

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

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

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

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

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

reference to their status as debtors-in-possession.

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

60. The Debtors traditionally remit Sales Taxes and Use Taxes by mailing physicalchecks or ACH electronic transfers. As of the Petition Date, the Debtors estimate that

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

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

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

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

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

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

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

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

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

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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 anddistribution 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.

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

29 of 81



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71. The Debtors business operations and reorganization efforts depend on a reliableand 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 areaccurate, 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


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

3. RETENTION APPLICATIONS

A. Application For an Order Appointing American Legal Claim Services, LLC

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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 andthe 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

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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 heretoprovides the names and addresses of the members of, and attorneysfor, any committee organized prior to the order for relief in thechapter 11 cases, and a brief description of the circumstancessurrounding the formation of the committee and the date offormation.

Pursuant to Local Bankruptcy Rule 1007-2(a)(4), Exhibit B heretoprovides the following information with respect to each of theholders of the Debtors 50 largest unsecured claims, excluding theclaims of insiders: the creditors name; the address (including thenumber, street, apartment, or suite number, and zip code, if notincluded in the post office); the telephone number; the name(s) ofperson(s) familiar with the Debtors account; the nature and

approximate amount of the claim; and an indication of whether theclaim is contingent, unliquidated, disputed, or partially secured.

Pursuant to Local Bankruptcy Rule 1007-2(a)(5), Exhibit C heretoprovides the following information with respect to each of theholders of the five largest secured claims against the Debtors: thecreditors 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 theclaim; an estimate of the value of the collateral securing the claim;and an indication of whether the claim or lien is disputed at the

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

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

Pursuant to Local Bankruptcy Rule 1007-2(a)(10) Exhibit Hhereto sets forth the location of the Debtors substantial assets, thelocation of their books and records, and the nature, location, andvalue of any assets held by the Debtors outside the territorial limitsof the U.S.

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

Pursuant to Local Bankruptcy Rule 1007-2(a)(12), Exhibit Jhereto sets forth a list of the names of the individuals whocomprise the Debtors existing senior management, their tenure

with the Debtors, and a brief summary of their relevantresponsibilities and experience.

33 o 8



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EXHIBIT A

Committees Organized Prior to Order for Relief

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



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EXHIBIT B

50 Largest Unsecured Claims

Rank Name of creditor Name, telephone number and complete

mailing address, including zip code, of

employee, agent, or department of

creditor familiar with claim who may be

contacted

Nature of claim

(trade debt,

bank loan,

government

contract, etc.)

Indicate if

claim is

contingent,

unliquidated,

disputed or

subject to

setoff1

Amount of

claim

1 State of Connecticut p. (860) 808-5150attn: Dennis S. Mondell55 Elm Street, P.O. Box 120Hartford, CT 06141

Tax ClaimSettlement

$4,339,349.25

2 Journal RegisterCompany RetirementPlan Trust

p.f.e.attn:BNY Mellon Asset Servicing135 Santilli HighwayEverett, MA 02149

PensionContribution

$3,200,000.00

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

Trade $402,709.22

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

Carol Stream, IL 60122-4397

Trade $300,091.33

5 White Birch PaperCompany

p. (203) 661-3344f.e

Trade $261,213.50



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8 Xpedx p. (888) 863-9769 (888) 973-3978f.e.

PO Box 644520Pittsburgh, PA 15264-4520

Trade $110,718.87

9 Carey,Kramer,Pettit,Panichelli & Assoc.

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

Rent $107,542.92

10 CDW Direct LLC p. (800) 800-4239f. (847) 465-6800e. [email protected]: Credit200 N MilwaukeeVernon, IL 60061

Trade $104,671.79

11 City of MountClemens-Treas

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

Utility $96,632.19

12 Sun Chemical A

Division of US Ink C

p. (973) 404-6000

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

Trade $86,269.45

13 Montgomery,Mccracken, Walker&Rhoads, Llp

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

Legal $77,032.53

14 Flint Group NorthAmerican Corporat

p. (734) 781-4600f. (734) 781-4699e.1455 Paysphere Circle

Trade $73,834.94



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18 XO CommunicationsServices

p. 703-547-2000f.e.

14239 Collections CenterChicago, IL 60693

Utility $52,182.90

19 Southern LithoplateInc

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

Trade $51,040.00

20 G.E. Richards GraphicSupply

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

Trade $50,563.09

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

Trade $50,155.36

22 Keilhauer p. 800-724-5665f. 416-759-5723

e.Dept CH 17170Palatine, IL 60055-7170

Trade $46,760.87

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

Trade $41,862.30

24 United Illuminating

Co.

p. 800-442-5004

f. 203-499-2411e.Attn: Jim PiergrossiPO Box 9230

Utility $41,619.32



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28 Ouky Property, LLC p.f.e.

13704 Ironwood DrShelby Twp, MI 48315

Rent $30,125.00

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

Trade $28,970.90

30 Gabriels TechnologySolutions

p. 212-741-0700 x115f.e. [email protected] Broadway FL 28New York, NY 10001-3721

Trade $28,350.00

31 Competitive MediaReporting LLC

p.f.e. [email protected] BOX 7247-9301

Philadelphia, PA 19170-9301

Trade $28,305.00

32 The Lane Press, Inc. p. 800-733-3740

f. 802-264-1485e.P.O. Box 130

Burlington, VT 05402-0130

Trade $27,753.92

33 Accountemps p. 215.568.4580f. 215.564.1968e. [email protected] Half

12400 CollectioChicago, IL 60693

Trade $26,570.10

34 Email Predict LLC p. 212.627.3439f 212 208 4374

Consulting $25,605.67


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48 The Post-Standard p. 315-470-0011f.e. [email protected]

PO Box 4915Syracuse, NY 13221

Trade $18,143.51

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

Trade $17,850.00

50 Minute Men, Inc. p. (877) 873-8856f.e. [email protected]

PO Box 715237

Columbus, OH 43271-5237

Trade $17,368.81



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EXHIBIT C

Holders of Five Largest Secured Claims against the Debtors

Creditor Address Amount Nature of

Interest

Collateral C/U/D

1. AldenLenders

885 ThirdAvenue, 34thFloorNew York,NY 10022

$152,300,000.00 Secured loanin connection

with TermLoan A and

Term Loan BDebt

All assets ofJournalRegister

Companyand its

affiliates

Undisputed

2. WellsFargo,

NationalAssociation

100 ParkAvenue, NYNY 10017

$13,232,921.00 Secured loanin connection

withRevolving

Loan

Agreementand relatedLetter ofCredit

All assets ofJournalRegister

Companyand its

affiliates

Undisputed

3. TaxCollector,Milford

Connecticut

70 WestRiver Street,Milford, CT

06460

$195.46 Tax Lien Allmachinery,

furniture andequipment

owned byJournalRegister

Undisputed



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EXHIBIT D

JOURNAL REGISTER COMPANY and SUBSIDIARIES

SUMMARY OF DEBTORS' ASSETS AND LIABILITIES

(unaudited)

July 29, December 25,

(in thousands, except share data) 2012 2011

Assets

Current assets:

Cash and cash equivalents$

1,530$2,766

Accounts receivable, net of allowance for doubtful accounts 24,412 29,107

Inventories2,715 3,834

Deferred income taxes - current 2,946 2,946

Other current assets5,628 5,583

Total current assets 37,231 44,236

Property, plant and equipment, net of accumulated depreciation 103,202 105,998

Goodwill 49,026 49,026

Other intangibles, net 36,218 39,758

O h 9 370 8 280



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Total current liabilities 66,418 58,929

Bank debt - noncurrent 141,856 148,637

Tax settlement liability - noncurrent 1,780 3,441

Capital lease obligations - noncurrent 644 841

Deferred income taxes 8,772 8,796

Accrued retiree benefits and other liabilities 49,125 51,542

Total liabilities 268,595 272,186

Stockholders' equity (deficit)

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

Common Stock - Class A, $0.01 par value, 10,000,000 shares authorized,1,890,294 shares issued and outstanding 19 19

Common stock - Class B, $0.01 par value, 10,000,000 shares authorized,3,563,106 shares issued and outstanding 36 36

Additional paid-in capital84,577 84,577

Accumulated deficit (107,430) (98,802)

Accumulated other comprehensive (loss), net of income taxes (10,750) (10,718)

Net stockholders' deficit (33,548) (24,888)

Total liabilities and stockholders' deficit$

235 047$247 298



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EXHIBIT E

Publicly Held Securities

Pursuant to Local Rule 1007-2(a)(7), the following lists the number and classes of shares of

stock, debentures, and other securities of the Debtors that are publicly held and the number of

holders thereof. The Securities held by the Debtors directors and officers are listed separately.

None.



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EXHIBIT F

Debtors Property Not in the Debtors Possession

Pursuant to Local Rule 1007-2(a)(8), the following lists the Debtors property in thepossession or custody of any custodian, public officer, mortgagee, pledge, assignee of rents, orsecured creditor, or agent for any such entity.

Certain of the Debtors landlords and utilities hold security deposits during the term oftheir leases. Certain third parties may hold prepayments on account of services performed for theDebtors.

Location

Name/Use

Lease Exec

Status

Building

Address

Lease

Expiration

Date

Security Deposit

Amount USD Security Deposit Note

Foothills Media- Torrington Original

59 Field StreetTorrington CT $6,630

ConnecticutMagazine Renewed

43 WoodlandStreetHartford CT 7/31/2013 $676.50

TT has deposited with LL,the amount of $676.50 (onemonths rent) as Security

Deposit, which amount shallbe increased as the AnnualFixed Rent increases. Uponexpiration, LL shall returnthe deposit to TT, providedTT has fully carried out all ofits obligations. (Lease, p. 2,sec. I); (Lease, p. 31, sec.XIII)

New HavenRegister Original

40 SargentDriveNew Haven CT 12/31/2016 Silent



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Location

Name/Use

Lease Exec

Status

Building

Address

Lease

Expiration

Date

Security Deposit


Oakland Press -Circ(Warehouse) Relocated

1824 Star-BattDriveRochester MI 2/14/2013 $1,530

The parties agree that TT'sinterest in any previoussecurity deposit for any spacepresently of formerly leasedbetween the parties or theirpredecessors is transferred to1824 Star Batt Drive and1890 Star Batt Drive to beused as security per the termsof the Security Provision as

set out in Lease Form006.14M dated 01/14/1991,between the LL and the TTthen operating under the legalname the "Oakland PressCompany, a MichiganCorporation". (Modificationto the First Lease ExtensionAgreement, p. 3, sec. 7)

Morning Star -Straight AreaStar MTM

222 N. MainStreetCheboygan MI 12/31/2008 Silent

Morning Star -Leader Bldg MTM

318 N. CedarKalkaska MI 7/23/2009 Silent

Upon execution of the Lease,TT to provide a SecurityDeposit in an amount of$16,053.88 as security for the

performance of theobligations of TT under theLease. If LL uses all or anyportion of the Security



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Location

Name/Use

Lease Exec

Status

Building

Address

Lease

Expiration

Date

Security Deposit


INI MacombDaily - MtClemens Original

200 MacombDaily DriveMt ClemensMI 1/31/2013 $4,500.00

TT to pay LL, $4,500.00 asSD, the SD to be returned atthe end of the Lease Termwithout interest unless TThas defaulted under thesecurity and optionagreements signed on thesame date as the date. If TTdefaults under the lease or thesecurity and option

agreements, the SD may beused to pay any costs ordamages, direct orcontingent, of the LL underthe agreements. (Lease, sec.4)

INI MacombDaily - Mt

Clemens Original

100 MacombDaily DriveMt Clemens

MI 3/31/2014 $0.00 SilentMorning Star -Mt Pleasant Original

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

TT to deposit with LL,$4,083.33 as SD for theperformance of TT'sobligations under the Lease.The security deposit shall bemaintained in an interestbearing account on behalf ofTT and shall be returned tothe TT, with interest within10 business days following



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Location

Name/Use

Lease Exec

Status

Building

Address

Lease

Expiration

Date

Security Deposit


INI MacombDaily -Roseville(Warehouse) Renewed

16177Common RoadRoseville MI 8/31/2013 $5,200.00

Upon execution, TT todeposit LL the sum of$5,200.00 as SecurityDeposit for the performanceof TT's obligation under theLease, including thesurrender of possession of LPto LL. If LL applies any partof the deposit to cure anydefault of TT, TT on demand

deposit with LL the amountso applied so that LL shallhave the full deposit on handat all times during the term ofthe Lease. (Lease, p. 5, sec.17) Note: AssumedExpiration Date as SecurityDeposit Return Date.

HeritageNewspapers -Southgate Renewed

One HeritagePlaceSouthgate MI 10/31/2012 $27,957.00

Upon execution of the First

Addendum, TT to pay LL,$34,000.00 as SD andeffective 11/1/2004, suchdeposit shall be reduced to$27,957.00. At theexpiration, LL to refund suchdeposit, without interest toTT. (2nd Addendum, sec. 8);(1st Addendum, p. 7, sec.14); (Lease, p. 1, sec. 1(k));(Lease, p. 4, sec. 6)

Oakland Press -Circ

8174 GoldieWalled Lake



50/81

Location

Name/Use

Lease Exec

Status

Building

Address

Lease

Expiration

Date

Security Deposit


SharedFinancialServices, LLC MTM

1115 E.WhitcombAvenueMadisonHeights MI 2/29/2012 $4,459

Lease (Sec 29, Pg 10) - LLshall return security depositwithin 60 days of the end ofthe Lease.

Morning Star -West Branch MTM

420/422 WestHoughtonAvenueWest BranchMI 6/30/2010 $0.00 Silent

Morning Star -Alpena MTM

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

Upon execution, TT todeposit with LL, $1,250.00as SD for the performance ofTT's obligations under theLease, which to be returnedat the end of the Lease Termwithout interest. If TTdefaults, then LL may applyany portion of the Deposit for

the payment of any rent orother charge, which amountto be restored to LL within10 days after demand.(Lease, p. 1, sec. 1(i));(Lease, p. 12, sec. 30)

HeritageNewspapers MTM

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

Upon execution, TT to payLL, the sum of one month'sbase rent as security for the



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Location

Name/Use

Lease Exec

Status

Building

Address

Lease

Expiration

Date

Security Deposit


Saratogian Original

20 LakeAvenueSaratogaSprings NY 6/30/2015 Silent

Phoenixville -Morgantown Renewed

150 MoreviewBlvdMorgantownPA 9/30/2017 Silent

AcmeNewspapers Original

311 EastLancaster

AvenueArdmore PA $0.00

DelawareCounty DailyTimes Original

500 MildredAvenuePrimos PA 12/31/2016 Silent

Berks - MontNewspapers MTM

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

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

Intercounty Original

32-34 S MainStreetMedford NJ 12/31/2012 $2,625.00

Upon execution, TT to

deposit LL, $2,625.00 as SD.LL to give prior notice to TT,to use the SD or any part of itduring the term, on demand,TT to pay LL, the amountused. Within 30 days afterthe expiration, LL to repayany balance (without interest)of SD to TT. (Lease, p. 2,

sec. Security); (Lease, p. 3,sec. 4(a)); (Lease, p. 3, sec.5)

JRC



52/81

EXHIBIT G

Debtors Premises

Pursuant to Local Rule 1007-2(a)(9), the following lists the premises owned, leased, or

held under other arrangement from which the Debtors operate their businesses.

Owned Real Property:

Owner Property Name Address

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

2. Journal Register East, Inc. Journal Register Offset 390 EagleviewBoulevard

Exton, PA 19341

3. Journal Register East, Inc. Montgomery Newspapers 290 Commerce DriveFort Washington, PA19034

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

The Reporter 307 Derstine AvenueLansdale, PA 19446

5. Journal Register East, Inc. (formerlyowned by Times Herald Publishing

Company, LLC)

The Times Herald 410 Markley Street

Norristown, PA

19404

6. The Goodson Holding Company The Mercury 24 North HanoverStreet Pottstown, PA

19464

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



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12. The Goodson Holding Company The Review 6220 Ridge Avenue

Philadelphia, PA

19128

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

14. Journal Register East, Inc. The Herald One Herald SquareNew Britain, CT

06051

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

Torrington, CT06790

16. Journal Register East, Inc. Foothills Trader 187 Church StreetTorrington, CT

06790

17. Journal Register East, Inc. Imprint Printing 97 Defco Park Road

North Haven, CT

0647318. Independent Newspapers, Inc. INI / Macomb Production

Facility

35110 Garfield Road

Clinton Township,MI 48035

19. Independent Newspapers, Inc. INI Gas Station 16715-16851 15

Mile Road

Clinton Township,

MI 4803520. Independent Newspapers, Inc. INI Mt. Clemens Lot lot # 50-55-593-041-

20 (97 Macomb



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26. Morning Star Publishing Company Morning Star - The

Citizen

206 North Bridge

Street

Bellaire, MI 49615

27. Morning Star Publishing Company Morning Star - CitizensJournal

112 East State StreetMancelona, MI

49659

28. Morning Star Publishing Company Morning Star - Alma

Buyers Guide

311 East Superior

Street

Alma, MI 48801

29. Morning Star Publishing Company Morning Star - Gaylordwarehouse

1001 DickersonRoad

Gaylord, MI 49734

30. Morning Star Publishing Company Morning Star - Gladwin

Buyers Guide

317 West Cedar

Avenue

Gladwin, MI 48624

31. Morning Star Publishing Company Morning Star St. Johns

Buyers Guide

109 West Higham

StreetSt. Johns, MI 48879

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

33. Morning Star Publishing Company Morning Star - Huron

Postal

129 E. North Street

Tawas, MI 48764

34. Northeast Publishing Company, Inc. Morning Journal 1657 Broadway

Lorain, OH 4405235. Northeast Publishing Company, Inc. The News Herald 7085 Mentor Avenue

Willoughby OH



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41. Northeast Publishing Company, Inc.

(formerly owned by Capitol City

Publishing Company, LLC)

Trentonian Garage 39 Escher Street

Trenton, NJ 08618

Leased Real Property:

Lessor Lessee Date of Lease Address1. Main Street Market,

LLCMiddletownAcquisition

Corp.

November 16,2007

386 Main Street 4th

FlMiddletown, CT 06457

(Separate Leases for

Space and Parking)

2. 40 Sargent Drive LLC JournalRegister East,

Inc.

December 22,

2011

40 Sargent Drive

New Haven CT 06511

3. Gothic HoldingCompany LLC

CTMAcquisitions,LLC

March 23, 1990, asamended July 20,1995, as further

amended

November 11,2000, as further

amended

December 5, 2005,

and as furtheramended August 3,

2010

43 Woodland StreetHartford, CT 06105



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Lessor Lessee Date of Lease Address

10. Anfrec LLC 21st Century

Newspapers,

Inc.

Effective

September 1, 2009

200 Macomb Daily

Drive

Mt. Clemens, MI 4803411. Gary T Hellebuyck 21st Century

Newspapers,

Inc.

October 27, 2005,

as amended

September 25,

2009

48075 Van Dyke

Utica, MI 48316

12. Leone Construction IndependentNewspapers,

Inc.

June 16, 2000, asamended

September 18,

2009

51620 Milano, Suite BMacomb Twp., MI

48042

13. West Common Assoc

LLC

Independent

Newspapers,Inc.

June 22, 2005, as

extended October5, 2009

16177 Common Road

Roseville, MI 48063

14. Blue Water Land

Development

Independent

Newspapers,

Inc.

July 1, 2000, as

extended June 3,

2005, as extendedNovember 12,

2009

51180 Bedford Street

New Baltimore, MI

48047

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

as amended

1824 Star-Batt Drive

Rochester, MI 48309

16. Commerce Property

LLC

Oakland Press February 23, 2006,

as extendedSeptember 25,

2009

8174 Goldie

Walled Lake, MI, 48390

17. James Guinn 21st CenturyNewspapers,

Inc

April 1, 2008, asextended

December 10

10525 Enterprise Dr,Ste D

Davisburg MI 48350



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22. CMR Investments LP Morning Star

Publishing

Company

August 1, 2000, as

amended March

31, 2003, as furtheramended August

14, 2009

711 W Pickard

Mt. Pleasant, MI 48858

23. United-Way

Cheboygan

Morning Star

PublishingCompany

Month to month 222 North Main Street

Cheboygan, MI 49721

24. Union Street

Investments

Morning Star

Publishing

Company

Month to month 410 S Union Street

Traverse City, MI

4968425. Ari-El Enterprises Inc Heritage

Newspapers

March 22, 2002, as

amendedSeptember 22,

2003, as further

amended

December 9, 2004,as further amended

August 24, 2005,

and as furtheramended June 5,

2009

One Heritage, Suite 100

& 150Southgate, MI 48195

26. Rea Investments No 1LLC

HeritageNetwork

Incorporated

June 1, 2004, asextended May 12,

2009, as further

extended October5, 2009,

26395 NorthlineCommerce, Suite 600-

601

Taylor, MI 48180

27. 190 East Maple LLC Greater Detroit May 31, 2007 190-194 E. Maple Road



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32. Stony Hill Office

Development II, LP

Journal

Register

Company

December 7, 2005,

as amended

August 1, 2006

790 Township Line

Road

Yardley, PA 1906733. B&E Property

Management, Ltd.

Tri County

Record

October 1, 2012 150 Moreview Blvd

Route 23

Morgantown, PA 19453

34. 500 Mildred Ave LLC Journal

Register East,Inc.

December 22,

2011

500 Mildred Avenue

Primos PA 19018

35. 311 East Lancaster,

LLC

Journal

Register East,Inc.

December 22,

2011

311 East Lancaster Ave

Ardmore, PA 19003



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EXHIBIT H

Pursuant to Local Rule 1007-2(a)(10), the following lists the location of the Debtors substantial

assets, books and records, and nature, location, and value of any assets held by the Debtorsoutside 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 Square25th 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 FloorYardley, PA 19067

Debtors Assets Outside of the United States

The Debtors hold no assets outside of the United States.



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EXHIBIT I

Summary of Actions or Proceedings Pending Against the Debtors1

Property Name of Matter

Date

Notified Type of Case Description/Status

1. Daily Local orJournalRegister East,Inc.

DeCesare, Jason 6/28/2012 CopyrightInfringement

Delaware County Timesreceived via facsimile a coverletter from attorney, J. ConorCorcoran with a copy of a

complaint filed againstdefendant for copyrightinfringement. DELCO used aphoto taken by Plaintiff in anarticle published 2/22/10 prior toPlaintiff's copyright registration.Plaintiff demands $30,000 tosettle. Settlement agreementsigned 8/15/12 for $10,000.Payment due to PlaintiffSeptember 15, 2012.



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Date


2. Daily Local or

JournalRegister East,Inc.

Childs, Joan 11/10/2011 Employment

PracticeLiability

Plaintiff filed Complaint on 11-

10-11 and filed her FirstAmended Complaint on on 6-19-12. The AmendedComplaint alleges two counts ofage discrimination and twocounts of retaliation under theAge Discrimination inEmployment Act, 29 U.S.C. 621, et seq., and the

Pennsylvania Human RelationsAct, 43 P.S. 955(a), et seq.Plaintiff alleges that she wasterminated on 4-11-11 as part ofa reduction in force on the basisof her age, and then not hired fortwo open positions with JournalRegister East, Inc. due to herage, while younger candidateswere hired. Plaintiff also allegesthat the decision not to hirePlaintiff following hertermination was in retaliation forher filing a Charge ofDiscrimination with the EEOCon June 7, 2011. Documentdiscovery is completed, anddepositions of Plaintiff and twocompany employees have been

completed. Two additionalcompany employees arescheduled to be deposed and a



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Date


3. Delaware

County Timesor TheGoodsonHoldingCompany

Schneller, James 3/28/2011 Publisher's

Liability

This defamation suit was

originally filed pre-petition anddischarged in a priorbankruptcy. Claimant re-filedand court currently has strickenthis action due to failure to payfiling fee. Court denied motionfor reconsideration by Schnellerand dismissed with prejudice.Expect Schneller to appeal.

Fennigham, Stevens &Dempster LLP filed motion 3-15-12 to dismiss Plaintiff'sAmended Complaint. Schnellerfiled 2nd Amended Complaint.Judge granted DefendantsPreliminary Objectionsdismissing 2nd AmendedComplaint. On 7-27-12Schneller filed a Rule 9011Motion for Sanction and aMotion for Reconsideration withbankruptcy court. Willkie Farrto respond. On 7-31-12Schneller filed Motion forReconsideration in DelawareCourt of Common Pleas.Delaware Court issued order8/16/12 denying Schnellers

motion for reconsideration.Awaiting judges decision inNew York court Schneller



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Date


5. Kingston

DailyFreeman orJournalRegister East,Inc.

Mercer, Arthur 8/3/11 Publishers

Liability

Arthur Mercer, currently

incarcerated for drug charges,filed defamation complaintagainst paper and publisher.Paper published articleregarding his arrest on drugcharges but he claims drugswere planted on him thereforearticle is defamatory. NYattorney working with

Fennigham, Stevens &Dempster LLP answeredcomplaint and will file motion todismiss based upon statute oflimitations. Plaintiff opposedand the defendant learned therewas a second police blotterpublished within statute oflimitations. Attorney fordefense to withdraw motion,answer the complaint andconduct discovery.

6. Lansdale TheReporter orThe GoodsonHoldingCompany

Kaisla, Marja v.Lansdale et al

9/14/2010 PublishersLiability

Plaintiff filed Claim against TheReporter of defamation relatedto her termination as a Directorfor the Lansdale Center for thePerforming Arts. $250,000demand. Partial settlement for

JRC not likely. LawsuitAnalysis prepared by attorneyavailable Moving towards trial



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Date


7. Main Line

Media orJournalRegister East,Inc.

Riley, Thomas 6/21/2012 Publisher's

Liability

Plaintiff field complaint against

Philadelphia Media Inc. andJournal Register Company(JRC) for defamation relatedto an article written by theInquirer and re-published byMain Line Media News(MLM) claiming defamation.The article written by theInquirer refers to a wrongful

termination suit by formeremployees of the PennsylvaniaConvention Center of whichPlaintiff formerly held theposition of Chairman. Mr. Rileyis not a named defendant in thewrongful termination suit butclaims the article written byInquirer and re-published byMLM raises allegation that hedirected legal fees to his lawfirm. JRC filed PreliminaryObjections and Plaintiffresponded to JRC's PO's as ofAugust 7, 2012.

8. New HavenRegister orJournal

Register East,Inc.

Rivera, Herberto v, NHR 3/11/2011 GeneralLiability

Lawsuit submitted to SuperiorCourt State of New Havenregarding injuries from a fall on

New Haven Register property.GL claim- Travelers assignsattorney to process Plaintiff


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Date


13. Norristown

(TimesHerald) orJournalRegister East,Inc.

Macrina, Paula 10/6/2011 Publishers

Liability

Received certified letter from

counsel for Macrina allegingdefamation and invasion ofprivacy from articles published5/28/11 and 6/1/11. 5/28/11article stated Ms. Macrina wascharged with false reports topolice and drug violations froma 11/27/10 incident after labconfirmed white powdery

substance was heroin. 6/1/11article contained a correctionstating that Paula Macrina wasincorrectly identified in the5/28/11 article and identified heras the arrested person's sisterwhich is true. Demand wasmade for $63,300 plus attorneysfees. Defendant counter offeredand entered into that certainTolling Agreement dated as ofMay 9, 2012 by and betweenPaula Macrina and JournalRegister East, Inc. t/a TimesHerald.

14. Oakland Pressor GreatLakes Media,

Inc.

Zbiciak, Nick 1/13/2012 EEOC EEOC complaint of agediscrimination. Claimantapplied for internal job posting.

A younger candidate wasselected and claimant wassubsequently included in an RIF



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Date


16. Oakland Press

or GreatLakes Media,Inc.

Semma, Jonathan 4/20/2011 Publishers

Liability

On April 20, 2011, Oakland

Press received a demand letterfor a retraction of an articlepublished 4/14/11. The articlereferred to a marijuana policeraid with the involvement of aperson named Johni Semma.Defendant published a photowith the article of a JohnnySemma allegedly taken from his

Facebook page. Defendantprinted a retraction/apology. Nofurther contact until June 29,2012 when Plaintiff filed suitseeking damages arising out ofthe erroneous publication of hisphoto. Defendant filed a Motionfor Summary Disposition basedon statute-of-limitations andPlaintiff's failure to meet

pleading standard of false-lightinvasion of privacy claims.Court dismissed with prejudiceon August 27, 2012.

17. Saratoga (TheSaratogian) orJournalRegister East,

Inc.

Gibeault, Linda EmploymentPracticeLiability

Filed age discriminationcomplaint on April 5, 2010 withNY Division of Human Rights(DHR) (administrative

complaint with no amount ofdemand). Defendant respondedto complaint DHR provided



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Date


18. Digital First

Media, Inc.

Lackner, Zelda 6/26/2012 Class Action Plaintiff filed class action

complaint in California againstDFM for violations of the CreditCard Accountability &Disclosure Act & ElectronicFunds Transfer Act, UnfairCompetition Laws, FalseAdvertising Law, ConsumerLegal Remedies Act and UnjustEnrichment as a result of a

promotion, "Daily Deals",whereby coupons or gift cardswith expiration dates were givento consumers.

19. Open Insurance Matters

Type

Policy

Year Claimant State

Accident

Date DescriptionAL 10/1/2008

*DAVIS,CHARLES CT 03/22/2009 IV WAS DRIVING ON RTE 80 AT

EASTERN ST, HIT BY OV ONRIGHT REAR & SIDE. OV ROLLEDOVER.

GL 10/1/2005*

ORJUELA,WILLIAM CT 01/19/2006 CLAIMANT MOVING SHEETMETAL FROM PARKING LOT ANDSLIPPED ON ICE AND SNOW, FELLAND BROKE HIS WRIST

GL 10/1/2007* SCHWARTZ,DEBRA PA 05/18/2008 CLAIMANT ALLEGES SHESTEPPED INTO A HOLE ONMARPLE CAMPUS OF DELAWARE

Policy Accident


7/31/2019 Journal Register Company - 2 - Declaration of

journal register company - 2 - declaration of william higginson in support

Documents