Exhibit 10-5





Exhibit 10-5




FOURTH AMENDMENT




FOURTH AMENDMENT, dated as of August 25, 2010 (this “Amendment”), to the Amended and
Restated Competitive Advance and Revolving Credit Agreement, dated as of March 11, 2002 and
effective as of March 18, 2002, as amended and restated as of December 13, 2004 and effective as of
January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and
effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of
October 23, 2008 and effective as of October 31, 2008 and as further amended by the Third Amendment
thereto, dated as of September 28, 2009 (as further amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among GANNETT CO., INC., a Delaware corporation
(“Gannett”), the several banks and other financial institutions parties to the Credit
Agreement (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such
capacity, the “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as syndication agent, and
BARCLAYS BANK PLC, as documentation agent, and Banc of America Securities LLC and J.P.Morgan
Securities Inc. as joint lead arrangers and joint bookrunners.



W I T N E S S E T H:





WHEREAS, Gannett has requested certain amendments to the Credit Agreement;



WHEREAS, the parties are willing to consent to the requested amendments on the terms and
conditions contained herein;




NOW THEREFORE, the parties hereto hereby agree as follows:



1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement.



2. Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended
by adding the following definitions, in proper alphabetical order, as follows:



“Fourth Amendment”: the Fourth Amendment to the Agreement dated as of August 25,
2010, among Gannett, the Lenders and the Administrative Agent.



“Fourth Amendment Arranger”: J.P. Morgan Securities Inc., solely in its capacity as
arranger of the Fourth Amendment.



“Fourth Amendment Effective Date”: the date on which the conditions precedent set
forth in paragraph 5 of the Fourth Amendment shall have been satisfied or waived.



3. Amendment to Section 6.5 (“Indebtedness”). Clause (i) of Section 6.5(b) of the
Credit Agreement is hereby amended in its entirety as follows:




“(i) permit any Guarantor to, directly or indirectly, create, issue, incur, assume,
become liable in respect of or suffer to exist any Indebtedness, except (A)
unsecured Indebtedness, the proceeds of which are used to refinance any of Gannett’s
bonds having a maturity date earlier than the Five-Year Termination Date, (B)
Indebtedness among Gannett and one or more Guarantors, or among Guarantors, in each
case that is contractually subordinated to the Obligations and (C) Indebtedness
other than Indebtedness of a type specified in clauses (A) or (B) of this paragraph
(i) in an aggregate principal not to exceed $1,443,429,000 at any one time
outstanding; or”


 


 









 





4. Amendment to Article VIII. Article VIII (“The Administrative Agent”) of
the Credit Agreement is amended by adding a new Section 8.11 (“Fourth Amendment Arranger”)
as follows:




Section 8.11 Fourth Amendment Arranger. The rights, privileges,
protections, immunities and benefits given to the Administrative Agent, including
without limitation its right to be indemnified, are extended to, and shall be
enforceable by, J.P. Morgan Securities Inc., solely in its capacity as Fourth
Amendment Arranger, on an equivalent basis, as applicable, as the Administrative
Agent.



5. Effectiveness. This Amendment shall become effective as of the date (the
“Fourth Amendment Effective Date”) on which J.P. Morgan Securities Inc., as arranger of
this Fourth Amendment (the “Fourth Amendment Arranger”) shall have received counterparts
hereof duly executed by (i) Gannett, (ii) the Administrative Agent and (iii) Lenders constituting
Required Lenders.



6. Representations and Warranties. Gannett hereby represents and warrants that, on
and as of the Fourth Amendment Effective Date, after giving effect to this Amendment:




(a) No Default or Event of Default has occurred and is continuing; and




(b) Each of the representations and warranties of Gannett in the Credit
Agreement and this Amendment is true and correct in all material respects,
as if made on and as of the date hereof; and since December 27, 2009 there
has been no Material change in the business or financial condition of
Gannett and its Subsidiaries taken as a whole that has not been publicly
disclosed.



7. Continuing Effect. Except as expressly amended hereby, the Credit Agreement shall
continue to be and shall remain in full force and effect in accordance with its terms. From and
after the date hereof, all references in the Credit Agreement thereto shall be to the Credit
Agreement as amended hereby.



8. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument. Delivery of an executed signature page of this
Amendment by facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.



9. Headings. Section headings used in this Amendment are for convenience of reference
only, are not part of this Amendment and are not to affect the constructions of, or to be taken
into consideration in interpreting, this Amendment.



10. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.



11. Expenses. Gannett agrees to pay or reimburse each of the Administrative Agent and
the Fourth Amendment Arranger for all of their reasonable out-of-pocket costs and expenses incurred
in connection with the preparation, negotiation and execution of this Amendment, including, without
limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and Fourth
Amendment Arranger.



[Remainder of page intentionally left blank]



 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized officers as of the date first written above.



	 	 	 	 	 
	 	GANNETT CO., INC.

 	 
	 	By:  	/s/ Michael A. Hart
 	 
	 	 	Name:  	Michael A. Hart 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	BANK OF AMERICA, N.A., as Administrative Agent

 	 
	 	By:  	/s/ Antonika Thomas
 	 
	 	 	Name:  	Antonika (Toni) Thomas 	 
	 	 	Title:  	Assistant Vice President 	 



	 	 	 	 	 
	Consented to and agreed:



J.P. MORGAN SECURITIES INC.,

as Fourth Amendment Arranger

 	 	 
	By:  	/s/ David Mallett
 	 	 
	 	Name:  	David Mallett 	 	 
	 	Title:  	Managing Director 	 	 



Signature page to Fourth Amendment to Credit Agreement




 


 









 





	 	 	 	 	 
	 	Bank of America, N.A.
 	 
	 	
[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Peter van der Horst
 	 
	 	 	Name:  	Peter van der Horst 	 
	 	 	Title:  	Senior Vice President 	 



Signature page to Fourth Amendment to Credit Agreement




 


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	 	Bank of Hawaii
 	 
	 	
[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Marc Adelberger
 	 
	 	 	Name:  	Marc Adelberger 	 
	 	 	Title:  	Vice President 	 



Signature page to Fourth Amendment to Credit Agreement



 


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	 	The Bank of Tokyo-Mitsubishi UFJ, Ltd.

New York Branch
 	 
	 	
[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ G. Stoecklein
 	 
	 	 	Name:  	G. Stoecklein 	 
	 	 	Title:  	Authorized Signatory 	 



Signature page to Fourth Amendment to Credit Agreement




 


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	 	Barclays Bank PLC

 	 
	 	[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Noam Azachi
 	 
	 	 	Name:  	Noam Azachi 	 
	 	 	Title:  	Assistant Vice President 	 



Signature page to Fourth Amendment to Credit Agreement




 


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	 	Citibank, N.A.
 	 
	 	
[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Elizabeth Gonzalez
 	 
	 	 	Name:  	Elizabeth Minnella Gonzalez 	 
	 	 	Title:  	Vice President and Director 	 



Signature page to Fourth Amendment to Credit Agreement




 


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	 	Comerica Bank
 	 
	 	
[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Blake Arnett
 	 
	 	 	Name:  	Blake Arnett 	 
	 	 	Title:  	Vice President 	 



Signature page to Fourth Amendment to Credit Agreement




 


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	 	Fifth Third Bank
 	 
	 	
[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Randolph J. Steirer
 	 
	 	 	Name:  	Randolph J. Steirer 	 
	 	 	Title:  	Vice President 	 



Signature page to Fourth Amendment to Credit Agreement




 


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	 	First Hawaiian Bank
 	 
	 	
[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Jeffrey N. Higashi
 	 
	 	 	Name:  	Jeffrey N. Higashi 	 
	 	 	Title:  	Senior Vice President 	 



Signature page to Fourth Amendment to Credit Agreement




 


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	 	JPMorgan Chase Bank, N.A.

 	 
	 	
[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Peter B. Thauer
 	 
	 	 	Name:  	Peter B. Thauer 	 
	 	 	Title:  	Executive Director 	 



Signature page to Fourth Amendment to Credit Agreement




 


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	 	Lloyds TSB Bank, plc

 	 
	 	[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Windsor Davies
 	 
	 	 	Name:  	Windsor Davies 	 
	 	 	Title:  	Managing Director, Corporate Banking 	 
	 	 	 
	 	By:  	             /s/ Deborah Carlson
 	 
	 	 	Name:  	Deborah Carlson 	 
	 	 	Title:  	Senior vice President, Corporate Banking 	 



Signature page to Fourth Amendment to Credit Agreement



 


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	 	Mizuho Corporate Bank, Ltd.
 	 
	 	
[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Raymond Ventura
 	 
	 	 	Name:  	Raymond Ventura 	 
	 	 	Title:  	Deputy General Manager 	 



Signature page to Fourth Amendment to Credit Agreement




 


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	 	The Northern Trust Company
 	 
	 	
[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Lisa McDermott
 	 
	 	 	Name:  	Lisa McDermott 	 
	 	 	Title:  	Vice President 	 



Signature page to Fourth Amendment to Credit Agreement




 


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	 	Suntrust Bank
 	 
	 	
[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Michael Vegh
 	 
	 	 	Name:  	Michael Vegh 	 
	 	 	Title:  	Director 	 



Signature page to Fourth Amendment to Credit Agreement




 


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	 	US Bank National Association
 	 
	 	
[NAME OF LENDER], as a Lender

 	 
	 	By:  	/s/ Steven L. Sawyer
 	 
	 	 	Name:  	Steven L. Sawyer 	 
	 	 	Title:  	Vice President 	 



Signature page to Fourth Amendment to Credit Agreement





 


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