Memorandum of Agreement

The following Agreement is entered into by and between the Gannett Pacific Corporation d/b/a The Honolulu Advertiser (the “Company”) and the Hawaii Newspaper and Printing Trades Council (the “Unions”) on this 30^th day of January, 2009. The parties agree to the following changes to the June 10, 2002 – June 9, 2007 Collective Bargaining Agreements between the parties as follows:

1.      The various Collective Bargaining Agreements between the Company and each union are extended from June 10, 2007 until December 31, 2010. Changes listed below will become effective the first full pay period following ratification.

2.      A wage rate for each employee represented by each union, and all contractual scales, are reduced by ten (10%) percent for the calendar years 2009 and 2010. However, such reduction shall not lower any employee’s salary below $11/hour. Employees, who have not reached the top experience level for their pay groups, will continue to progress through the experience steps.

3.      During calendar years 2009 and 2010 only, the Company may suspend the accumulation of sick leave bonus days for employees who now qualify. Bonus days earned and not used as of December 31, 2008 may be used in future years, however employees will not earn any bonus days or lose any bonus days because of time lost due to illness or injury during 2009 and 2010. Bonus days earned as of December 31, 2008 but not used, may be used in calendar year 2011 or later, or paid for upon termination of employment.

4.      During calendar years 2009 and 2010 only, the Company may suspend the employee anniversary holiday and one individual holiday.

5.      During calendar years 2009 and 2010 only, employees may not convert vacation days to sick leave.

6.      The Unions may select a certified public accountant (CPA) of their choosing to examine Company financial records every six (6) months on or about April 2 and October 1, each year until the Company returns to profitability.

a.       The CPA’s review of the records will include verification that NBU employees’ pay was reduced on the same basis as BU employees.

b.      The CPA will be required to sign the confidentiality agreement that was utilized for the union’s recent examination of the records. A copy of the confidentiality agreement will be attached to this Memorandum of Agreement as an exhibit.

c.       Based on the results of the examination, the wage cuts provided for in paragraph 2 above will be restored or partially restored when the company returns to the breakeven level, which is when the Company revenue equals Company expenses.

d.      “A wage restoration or partial wage restoration will not be made if the restoration will cause Company expenses to exceed Company revenue.

e.       When a wage restoration or partial wage restoration is required, the restoration will become effective with the first pay period following the CPA’s examination of Company financial records.

f.       The CPA may reveal the results of any examination of Company financial records provided for in this section 6 to key union officers who agree to be bound by and sign the confidentiality agreement provided for herein.

7.      The Company will make every practical effort to avoid involuntary layoffs during the term of the extension of this Agreement. In the event that an involuntary reduction in staff is necessary, the Company will meet with the affected union(s) not less than 3 weeks in advance of giving required notice to employees designated for layoff. The Company will bargain in good faith with the union(s) in an effort to find alternatives to an involuntary reduction in staff.

8.      The Company and Unions will establish a Joint Union/Management Voice-In-The Product Committee to suggest ways to enhance revenue results and to improve the production process in the various departments and bargaining unit jurisdictions.

a.       It is recognized that changes in the media industry and changing technology have affected the profitability of media, including print media, outlets.

b.      The purpose of the Committee is to encourage input from employees to improve the business, study new technology as it is developed and to help the Company to become more profitable.

c.       The Committee will consist of two members appointed by each union and up to an equal number of members appointed by the Company.

d.      The Committee may divide itself into sub committees with expertise in the various departments. The Committee will meet at least once each month, but sub committees may meet at their discretion.

e.       Committee suggestions will be submitted to the appropriate union(s) for review and approval, and then may be submitted to the Publisher for implementation.

9.      This Memorandum of Agreement is a tentative agreement, subject to ratification of the member unions of the Hawaii Newspaper and Printing Trades Council.

This MOA was ratified by the membership on February 8, 2009.