Exhibit 10.2





Exhibit 10-2




THIRD AMENDMENT




THIRD AMENDMENT, dated as of September 28, 2009 (this “Amendment”), to the Competitive
Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15,
2004, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of
March 15, 2007 and as further amended by the Second Amendment thereto, dated as of October 23, 2008
and effective as of October 31, 2008 (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,
LLOYDS TSB BANK PLC AND SUNTRUST BANK, as Documentation Agents, 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
as follows:




(i) by adding the following new definitions, to appear in proper alphabetical order:



“Application”: an application, in such form as the Issuing Lender may specify from
time to time, requesting the Issuing Lender to open a Letter of Credit.



“Defaulting Lender”: any Lender, as reasonably determined by the Administrative Agent,
that has (a) failed to fund its portion of any Borrowing, or any portion of its participation in
any Letter of Credit, within three Business Days of the date on which it shall have been required
to fund the same, unless the subject of a good faith dispute between Gannett and such Lender, (b)
notified Gannett, the Administrative Agent, the Issuing Lender or any other Lender in writing that
it does not intend to comply with any of its funding obligations under this Agreement or has made a
public statement to the effect that it does not intend to comply with its funding obligations under
this Agreement or under agreements in which it commits to extend credit generally, (c) failed,
within three Business Days after written request by the Administrative Agent, to confirm that it
will comply with the terms of this Agreement relating to its obligations to fund prospective Loans
(unless the subject of a good faith dispute between Gannett and such Lender) and participations in
then outstanding Letters of Credit; provided that any such Lender shall cease to be a
Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative
Agent, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other
amount required to be paid by it hereunder within three Business Days of the date when due, unless
the subject of a good faith dispute), or (e) (i) been (or has a parent company that has been)
adjudicated as, or determined by any Governmental Authority having regulatory authority over such
Person or its assets to be, insolvent or (ii) become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its business or
custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or appointment or has a parent company that
has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee
for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or custodian appointed for it, or has taken any action in furtherance of, or indicating
its consent to, approval of or acquiescence in any such proceeding or appointment, unless in the
case of any Lender referred to in this clause (e) Gannett, the Administrative Agent and the Issuing
Lender shall be satisfied that such Lender intends, and has all approvals required to enable it, to
continue to perform its obligations as a Lender hereunder. For the avoidance of doubt, a Lender
shall not be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of
any equity interest in such Lender or its parent by a Governmental Authority.




 


 









 





“Fee Payment Date”: (a) the third Business Day following the last day of each March,
June, September and December and (b) the last day of the Five-Year Commitment Period.



“Five-Year Extensions of Credit”: as to any Five-Year Lender at any time, an amount
equal to the sum of (a) the aggregate principal amount of all Five-Year Loans held by such
Five-Year Lender then outstanding and (b) such Five-Year Lender’s Five-Year Commitment Percentage
of the L/C Obligations then outstanding.



“Issuing Lender”: Bank of America, N.A. and any other Five-Year Lender selected by
Gannett and approved by the Administrative Agent (not to be unreasonably withheld, delayed or
conditioned) that has agreed in its sole discretion to act as an “Issuing Lender” hereunder, or any
of their respective affiliates, in each case in its capacity as issuer of any Letter of Credit.
Each reference herein to “the Issuing Lender” shall be deemed to be a reference to the relevant
Issuing Lender.




“L/C Commitment”: $100,000,000.



“L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then
undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount
of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.20(e).



“L/C Participants”: the collective reference to all the Five-Year Lenders other than
the Issuing Lender.




“Letters of Credit”: as defined in Section 2.20(a).



“Reimbursement Obligation”: the obligation of Gannett to reimburse the applicable
Issuing Lender pursuant to Section 2.20(e) for amounts drawn under Letters of Credit.



“Third Amendment”: the Third Amendment to the Agreement dated as of September 28,
2009, among Gannett, the Lenders and the Administrative Agent.



“Third Amendment Effective Date”: the date on which the conditions precedent set
forth in paragraph 24 of the Third Amendment shall have been satisfied or waived.



(ii) by deleting the definition of “Aggregate Commitment Percentage” in its entirety and
inserting in lieu thereof the following:



“Aggregate Commitment Percentage”: as to any Lender at any time, the percentage which
such Lender’s Commitment then constitutes of the aggregate Commitments (or, at any time after the
Commitments shall have expired or terminated, the percentage which the aggregate principal amount
of such Lender’s Loans and Letters of Credit then outstanding constitutes of the aggregate
principal amount of the Loans and Letters of Credit then outstanding).


 


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(iii) by deleting the definition of “Borrowing” in its entirety and inserting in lieu thereof
the following:



“Borrowing”: a group of Loans of a single Type made by the Lenders (or, in the case
of a Competitive Borrowing, by the Lender or Lenders whose Competitive Bids have been accepted
pursuant to Section 2.3) on a single date and as to which a single Interest Period is in effect or,
where applicable, the issuance of a Letter of Credit.



(iv) by deleting the definition of “Commitment Utilization Percentage” in its entirety and
inserting in lieu thereof the following:



“Commitment Utilization Percentage”: on any day, the percentage equivalent of a
fraction (a) the numerator of which is the sum of the aggregate outstanding principal amount of all
Loans and Letters of Credit and (b) the denominator of which is the Total Commitments (or, on any
day after termination of the Commitments under a Facility with outstanding Loans or Letters of
Credit, the Total Commitments in effect immediately preceding such termination).



(v) by deleting the definition of “Five-Year Available Commitment” in its entirety and
inserting in lieu thereof the following:



“Five-Year Available Commitment”: as to any Five-Year Lender at any time, the excess,
if any, of (a) such Five-Year Lender’s Five-Year Commitment then in effect over (b) such Five-Year
Lender’s Five-Year Extensions of Credit then outstanding.



(vi) by deleting the definition of “Five-Year Commitment” in its entirety and inserting in
lieu thereof the following:



“Five-Year Commitment”: as to any Lender, the obligation of such Lender, if any, to
make Five-Year Loans and participate in Letters of Credit in an aggregate principal and/or face
amount not to exceed the amount set forth under the heading “Five-Year Commitment” opposite such
Lender’s name on Schedule 1.1 or in the Assignment and Acceptance or New Lender Supplement pursuant
to which such Lender became a party hereto, as the same may be changed from time to time pursuant
to the terms hereof.



(vii) by deleting the definition of “Five-Year Commitment Percentage” in its entirety and
inserting in lieu thereof the following:



“Five-Year Commitment Percentage”: as to any Five-Year Lender at any time, the
percentage which such Five-Year Lender’s Five-Year Commitment then constitutes of the aggregate
Five-Year Commitments (or, at any time after the Five-Year Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such Five-Year Lender’s
Five-Year Extensions of Credit then outstanding constitutes of the aggregate principal amount of
the Five-Year Extensions of Credit then outstanding).



(viii) by deleting the definition of “Five-Year Facility” in its entirety and inserting in
lieu thereof the following:



“Five-Year Facility”: the Five-Year Commitments and the Five-Year Extensions of Credit
made thereunder.




 


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(ix) by deleting the definition of “Obligations” in its entirety and inserting in lieu thereof
the following:



“Obligations”: the unpaid principal of and interest on (including interest accruing
after the maturity of the Loans and creation of Reimbursement Obligations and interest accruing
after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, of Gannett, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Loans and all other obligations and
liabilities of Gannett to the Administrative Agent or to any Lender, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any
Guarantee Agreement, the Letters of Credit or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of
counsel to the Administrative Agent or to any Lender that are required to be paid by Gannett
pursuant hereto) or otherwise.



(x) by deleting the definition of “Total Extensions of Credit” in its entirety and inserting
in lieu thereof the following:



“Total Extensions of Credit”: at any time, the aggregate amount of all Loans and L/C
Obligations outstanding at such time.



3. Amendment to Section 2.1. Section 2.1 of the Credit Agreement is hereby amended by
deleting existing paragraph (b) in its entirety and inserting in lieu thereof the following new
paragraph (b):



“(b) Subject to the terms and conditions hereof, each Five-Year Lender severally agrees to
make revolving credit loans (“Five-Year Loans”) to Gannett from time to time during the
Five-Year Commitment Period in an aggregate principal amount at any one time outstanding which,
when added to such Lender’s Five-Year Commitment Percentage of the L/C Obligations then
outstanding, does not exceed the amount of such Lender’s Five-Year Commitment. During the
Five-Year Commitment Period, Gannett may use the Five-Year Commitments by borrowing, prepaying the
Five-Year Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no
event (after giving effect to the use of proceeds of any Borrowing) shall (i) the amount of any
Lender’s Five-Year Commitment Percentage multiplied by the amount of a Borrowing of Five-Year Loans
exceed such Lender’s Five-Year Available Commitment at the time of such Borrowing or (ii) the
aggregate amount of Five-Year Extensions of Credit and Five-Year Competitive Loans at any one time
outstanding exceed the aggregate Five-Year Commitments then in effect of all Lenders.”



4. Amendment to Section 2.3. Section 2.3 of the Credit Agreement is hereby amended by
deleting existing clause (iii) of paragraph (f) thereof in its entirety and inserting in lieu
thereof the following new clause (iii):



“(iii) if made under the Five-Year Facility, the aggregate principal amount of the Competitive
Bids accepted by Gannett may not exceed the lesser of (A) the principal amount set forth in the
related Competitive Bid Request and (B) the excess, if any, of the aggregate Five-Year Commitments
of all Five-Year Lenders then in effect over the aggregate principal amount of all Five-Year
Extensions of Credit outstanding immediately prior to the making of such Competitive Loans,”



5. Amendment to Section 2.4. Section 2.4 of the Credit Agreement is hereby amended by
deleting the existing second sentence thereof in its entirety and inserting in lieu thereof the
following new sentence:



“Gannett shall have the right, upon not less than two Business Days’ notice to the
Administrative Agent, to terminate the Five-Year Commitments when no Five-Year Loans or Letters of
Credit are then outstanding or, from time to time, to reduce the unutilized portion of the
Five-Year Commitments.”


 


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6. Amendment to Section 2.9. Section 2.9 of the Credit Agreement is hereby amended by
deleting existing paragraph (e) in its entirety and inserting in lieu thereof the following new
paragraph (e):



“(e) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation
shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such
overdue amount shall bear interest at a rate per annum equal to (x) in the case of the Loans, the
rate that
would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.9
plus 1% or (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans
plus 1% and (ii) to the extent permitted under applicable law, if all or a portion of any
interest payable on any Loan or Reimbursement Obligation or any fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then
applicable to ABR Loans plus 1%, in each case, with respect to clauses (i) and (ii) above,
from the date of such non-payment until such amount is paid in full (as well after as before
judgment).”



7. Amendment to Section 2.14. Section 2.14 of the Credit Agreement is hereby amended
by:



(i) deleting existing clause (i) of paragraph (a) thereof in its entirety and inserting in
lieu thereof the following new clause (i):




“(i) shall subject any Lender or the Issuing Lender to any tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit or any Eurodollar
Loan made by it, or change the basis of taxation of payments to such Lender or
Issuing Lender in respect thereof (except for Non-Excluded Taxes covered by Section
2.15 and changes in the rate of tax on the overall net income of such Lender or
Issuing Lender);”



(ii) deleting in its entirety the continuation of the sentence in paragraph (a) beginning “and
the result” which follows clause (iii) thereof and inserting in lieu thereof the following:



“and the result of any of the foregoing is to increase the cost to such Lender, by an amount
that such Lender deems to be material, of making, converting into, continuing or maintaining
Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, Gannett shall promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such Lender for such
increased cost or reduced amount receivable.”



(iii) deleting existing paragraph (b) in its entirety and inserting in lieu thereof the
following new paragraph (b):



“(b) If any Lender shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation or application thereof or
compliance by such Lender or any corporation controlling such Lender with any request or directive
regarding capital adequacy (whether or not having the force of law) from any Governmental Authority
made subsequent to the date hereof shall have the effect of reducing the rate of return on such
Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in
respect of any Letter of Credit to a level below that which such Lender or such corporation could
have achieved but for such adoption, change or compliance (taking into consideration such Lender’s
or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender
to be material, then from time to time, within 15 days after submission by such Lender to Gannett
(with a copy to the Administrative Agent) of a written request therefor, Gannett shall pay to such
Lender such additional amount or amounts as will compensate such Lender for such reduction;
provided that Gannett shall not be required to compensate a Lender pursuant to this paragraph for
any amounts incurred more than 30 days prior to the date that such Lender notifies Gannett of such
Lender’s intention to claim compensation therefor; and provided further that, if the circumstances
giving rise to such claim have a retroactive effect, then such 30 day period shall be extended to
include the period of such retroactive effect.”


 


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8. Amendment to Section 2.15. Section 2.15 of the Credit Agreement is hereby amended
by:



(i) deleting existing paragraph (a) in its entirety and inserting in lieu thereof the
following new paragraph (a):



“(a) All payments made by Gannett under this Agreement shall be made free and clear of, and
without deduction or withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net
income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the
Administrative Agent or any Lender as a result of a present or former connection between the
Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing
such tax or any political subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Administrative Agent or such Lender having executed, delivered
or performed its obligations or received a payment under, or enforced, this Agreement). If any
such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings
(“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the
Administrative Agent, the Issuing Lender or any Lender hereunder, the amounts so payable to the
Administrative Agent, the Issuing Lender or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent, the Issuing Lender or such Lender (after payment of all
Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Agreement, provided, however, that Gannett shall not be
required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes
(i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (d)
or (e) of this Section or (ii) that are United States withholding taxes imposed on amounts payable
to such Lender at the time the Lender becomes a party to this Agreement (or designates a new
lending office), except to the extent that such Lender’s assignor (if any) was entitled, at the
time of assignment, to receive additional amounts from Gannett with respect to such Non-Excluded
Taxes pursuant to this paragraph.”



(ii) deleting existing paragraph (e) in its entirety and inserting in lieu thereof the
following new paragraph (e):



“(e) If the Administrative Agent, the Issuing Lender or any Lender receives a refund in
respect of any amounts paid by Gannett pursuant to this Section 2.15, which refund in the
reasonable judgment of such Administrative Agent, Issuing Lender or such Lender is allocable to
such payment, it shall pay the amount of such refund to Gannett, net of all reasonable
out-of-pocket expenses of the Administrative Agent, the Issuing Lender or such Lender, provided
however, that Gannett, upon the request of such Lender, Issuing Lender or the Administrative Agent,
agrees to repay the amount paid over to Gannett to the Administrative Agent, the Issuing Lender or
such Lender in the event such Administrative Agent, Issuing Lender or the Lender is required to
repay such refund. Nothing contained herein shall interfere with the right of the Administrative
Agent or any Lender to arrange its tax affairs in whatever manner it deems fit nor oblige the
Administrative Agent, the Issuing Lender or any Lender to apply for any refund or to disclose any
information relating to its affairs or any computations in respect thereof.”



9. Amendment to Section 2.17. Section 2.17 of the Credit Agreement is hereby amended
by deleting existing Section 2.17 in its entirety and inserting in lieu thereof the following new
Section 2.17:



“Section 2.17. Change of Lending Office. Each Lender and each Issuing Lender agrees
that, upon the occurrence of any event giving rise to the operation of Section 2.14 or 2.15(a) with
respect to such Lender or Issuing Lender, it will, if requested by Gannett, use reasonable efforts
(subject to overall policy considerations of such Lender) to designate another lending office for
any Loans or Letters of Credit affected by such event with the object of avoiding the consequences
of such event; provided, that such designation is made on terms that, in the sole judgment of such
Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of
the obligations of Gannett or the rights of any Lender or Issuing Lender pursuant to Section 2.14
or 2.15(a).”


 


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10. Amendment to Section 2.19. Section 2.19 of the Credit Agreement is hereby amended
by deleting existing paragraph (c) in its entirety and inserting in lieu thereof the following new
paragraph (c):



“(c) Any such reduction of the Commitments pursuant to this Section 2.19 shall be accompanied
by prepayment of the Loans (except for any then outstanding Competitive Loans, as to which such
reduction shall be accompanied by cash collateralization of such Competitive Loans) to the extent,
if any, that the aggregate principal amount of the then outstanding Loans exceeds the aggregate
amount of the Commitments as so reduced. If, after giving effect to the prepayment of Loans
pursuant to the preceding sentence, the Total Extensions of Credit exceed the aggregate amount of
the Commitments as so reduced, then Gannett shall, to the extent of the balance of such excess,
replace outstanding Letters of Credit and/or deposit an amount in cash equal to such excess in a
cash collateral account established with the Administrative Agent for the benefit of the Lenders on
terms and conditions satisfactory to the Administrative Agent. The application of any prepayment
pursuant to this paragraph (c) shall be made, first, to ABR Loans and, second, to
Eurodollar Loans. Each prepayment of the Loans under this paragraph (c) (except in the case of
Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment
on the amount prepaid.”



11. Amendment to Article II. Article II of the Credit Agreement is hereby amended by
adding the following new Section 2.20 at the end thereof as follows:



“Section 2.20 (a) L/C Commitment. (i) Subject to the terms and conditions hereof, the
Issuing Lender, in reliance on the agreements of the L/C Participants set forth in Section 2.20(e),
agrees to issue letters of credit (“Letters of Credit”) for the account of Gannett on any
Business Day during the Five-Year Commitment Period in such form as may be approved from time to
time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any
Letter of Credit to the extent that, after giving effect to such issuance, (i) the L/C Obligations
would exceed the L/C Commitment or (ii) the aggregate amount of the Five-Year Available Commitments
would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire
no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date
that is five Business Days prior to the Five-Year Termination Date, provided that any
Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year
periods (which shall in no event extend beyond the date referred to in clause (y) above). Unless
otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or the Application therefore, whether or
not such maximum face amount is in effect at such time.



(ii) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit to
the extent (a) that such issuance would conflict with, or cause the Issuing Lender or any L/C
Participant to exceed any limits imposed by, any applicable Requirement of Law, (b) any request or
directive (whether or not having the force of law) from any Governmental Authority with
jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from,
the issuance of letters of credit generally or such Letter of Credit in particular or shall impose
upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on
the Third Amendment Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss,
cost or expense which was not applicable on the Third Amendment Effective Date and which the
Issuing Bank in good faith deems material to it or (c) the issuance of such Letter of Credit would
violate one or more policies of the Issuing Bank applicable to letters of credit generally.



(b) Procedure for Issuance of Letters of Credit. Gannett may from time to time
request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its
address for notices specified herein or otherwise on file with the Administrative Agent (with a
copy to the Administrative Agent) an Application therefor, completed to the satisfaction of the
Issuing Lender, and such other certificates, documents and other papers and information as the
Issuing Lender may reasonably request. Unless the Issuing Lender has received written notice from
any Lender or the Administrative Agent at least one Business Day prior to the requested date of
issuance or amendment of the applicable Letter of Credit that the conditions precedent set forth in
Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the
Issuing Lender shall, on the



 


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requested date, issue a Letter of Credit or enter into the applicable amendment, as the case may be, in accordance with its
customary procedures (but in no event shall the Issuing Lender be required to issue any Letter of
Credit earlier than three Business Days after its receipt of the Application therefor and all such
other certificates, documents and other papers and information relating thereto). The Issuing
Lender shall furnish a copy of such Letter of Credit to Gannett promptly following the issuance
thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in
turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including
the amount thereof). A Letter of Credit shall be issued only to the extent (and upon issuance of
each Letter of Credit Gannett shall be deemed to represent and warrant that), after giving effect
to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C
Commitment and (ii) the aggregate amount of the Five-Year Extensions of Credit shall not exceed the
aggregate Five-Year Commitments. Such Issuing Lender shall promptly furnish to the Administrative
Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter
of Credit (including the amount thereof).



(c) Fees and Other Charges. Gannett will pay a fee on all outstanding Letters of
Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar
Loans under the Five-Year Facility, shared ratably among the Five-Year Lenders and payable
quarterly in arrears on each Fee Payment Date after the issuance date. In addition to the
foregoing fee, Gannett shall pay or reimburse the Issuing Lender for such normal and customary
costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating,
effecting payment under, amending or otherwise administering any Letter of Credit.



(d) L/C Participations. (i) The Issuing Lender irrevocably agrees to grant and
hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of
Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C
Participant’s own account and risk an undivided interest equal to such L/C Participant’s Five-Year
Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each
Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each L/C
Participant agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for
which the Issuing Lender is not reimbursed in full by Gannett in accordance with the terms of this
Agreement, such L/C Participant shall pay to the Issuing Lender upon demand an amount equal to such
L/C Participant’s Five-Year Commitment Percentage of the amount of such draft, or any part thereof,
that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute
and unconditional and shall not be affected by any circumstance, including (i) any setoff,
counterclaim, recoupment, defense or other right that such L/C Participant may have against the
Issuing Lender, Gannett or any other Person for any reason whatsoever, (ii) the occurrence or
continuance of a Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Article 4, (iii) any adverse change in the condition (financial or
otherwise) of Gannett, (iv) any breach of this Agreement by Gannett, any other Loan Party or any
other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.



(ii) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant
to Section 2.20(d)(i) in respect of any unreimbursed portion of any payment made by the Issuing
Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after
the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an
amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds
Effective Rate during the period from and including the date such payment is required to the date
on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the
numerator of which is the number of days that elapse during such period and the denominator of
which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section
2.20(d)(i) is not made available to the Issuing Lender by such L/C Participant within three
Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover
from such L/C Participant, on demand, such amount with interest thereon calculated from such due
date at the rate per annum applicable to ABR Loans under the Five-Year Facility. A certificate of
the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this
Section shall be conclusive in the absence of manifest error.


 


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(iii) Whenever, at any time after the Issuing Lender has made payment under any Letter of
Credit and has received from any L/C Participant its pro rata share of such payment in accordance
with Section 2.20(d)(i), the Issuing Lender receives any payment related to such Letter of Credit
(whether directly from Gannett or otherwise, including proceeds of collateral applied thereto by
the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will
distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event
that any such payment received by the Issuing Lender shall be required to be returned by the
Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof
previously distributed by the Issuing Lender to it.



(e) Reimbursement Obligation of Gannett. If any draft is paid under any Letter of
Credit, Gannett shall reimburse the Issuing Lender for the amount of (a) the draft so paid and (b)
any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection
with such payment, not later than 12:00 Noon, New York City time, on (i) the Business Day that
Gannett receives notice of such draft, if such notice is received on such day prior to 11:00 A.M.,
New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately
following the day that Gannett receives such notice. Each such payment shall be made to the
Issuing Lender at its address for notices referred to herein in Dollars and in immediately
available funds. Interest shall be payable on any such amounts from the date on which the relevant
draft is paid until payment in full at the rate set forth in (x) until the Business Day next
succeeding the date of the relevant notice, Section 2.9(a) and (y) thereafter, Section 2.9(e).



(f) Obligations Absolute. Gannett’s obligations under this Section 2.20 shall be
absolute and unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that Gannett may have or have had against the Issuing Lender,
any beneficiary of a Letter of Credit or any other Person. Gannett also agrees with the Issuing
Lender that the Issuing Lender shall not be responsible for, and Gannett’s Reimbursement
Obligations under Section 2.20(e) shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even though such documents shall in fact
prove to be invalid, fraudulent or forged, or any dispute between or among Gannett and any
beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be
transferred or any claims whatsoever of Gannett against any beneficiary of such Letter of Credit or
any such transferee. The Issuing Lender shall not be liable for any error, omission, interruption
or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in
connection with any Letter of Credit, except for errors or omissions found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the Issuing Lender. Gannett agrees that any action lawfully
taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the
related drafts or documents, if done in the absence of gross negligence or willful misconduct,
shall be binding on Gannett and shall not result in any liability of the Issuing Lender to Gannett.



(g) Letter of Credit Payments. If any draft shall be presented for payment under any
Letter of Credit, the Issuing Lender shall promptly notify Gannett and the Administrative Agent of
the date and amount thereof. The responsibility of the Issuing Lender to Gannett in connection
with any draft presented for payment under any Letter of Credit shall, in addition to any payment
obligation expressly provided for in such Letter of Credit, be limited to determining, using
reasonable care, that the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such Letter of Credit.



(h) Payments. Any payments and reimbursements due to the Issuing Lender hereunder
shall be remitted to the Administrative Agent which shall, in turn, remit such funds to the Issuing
Lender.



(i) Applications. To the extent that any provision of any Application related to any
Letter of Credit is inconsistent with the provisions of this Section 2.20, the provisions of this
Section 2.20 shall apply.


 


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12. Amendment to Article II. Article II of the Credit Agreement is hereby amended by
adding the following new Section 2.21 after new Section 2.20 as follows:



“Section 2.21 Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply
for so long as such Lender is a Defaulting Lender:



(a) if any L/C Obligations exists at the time a Lender becomes a Defaulting Lender then within
one Business Day following notice by the Administrative Agent, Gannett shall cash collateralize
such Defaulting Lender’s Five-Year Commitment Percentage of the L/C Obligations in accordance with
the procedures satisfactory to the Administrative Agent for so long as such L/C Obligations are
outstanding;



(b) so long as any Lender is a Defaulting Lender, the Issuing Lender shall not be required to
issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure
will be 100% covered by cash collateral provided by Gannett.



13. Amendment to Article III. Article III of the Credit Agreement is hereby amended
by inserting the words “and issue and/or participate in Letters of Credit” between the word “Loans”
and the comma immediately thereafter in the first sentence thereof.



14. Amendments to Article IV. Article IV of the Credit Agreement is hereby amended
by:



(i) inserting the words “and issue and/or participate in Letters of Credit” between the words
“Loan” and “hereunder” in the first line of the first sentence thereof.




(ii) adding the following sentence at the end of clause (b) thereof:



“Each Borrowing hereunder shall constitute a representation and warranty by Gannett as of the
date of such extension of credit that the conditions contained in this Article IV(b) have been
satisfied.”



15. Amendment to Article V. Article V of the Credit Agreement is hereby amended by
inserting the words “and Letter of Credit” between the words “Loan” and “and” in the second line of
the first sentence thereof.



16. Amendment to Article VI. Article VI of the Credit Agreement is hereby amended by
inserting the words “and Letter of Credit” between the words “Loan” and “and” in the second line of
the first sentence thereof.



17. Amendment to Section 6.1. Section 6.1 of the Credit Agreement is hereby amended
by adding the following new paragraph (f) at the end thereof as follows:




“(f) cash collateralization established pursuant to Section 2.21 of this Agreement.”



18. 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 $693,429,000 at any one time
outstanding; or”


 


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19. Amendment to Section 7.2. Section 7.2 of the Credit Agreement is hereby amended by
deleting existing paragraphs (a) and (b) thereof in their entirety and inserting in lieu thereof
the following new paragraphs (a) and (b):



“(a) If an Event of Default specified in Section 7.1(e) or (f) shall occur and be continuing,
automatically the Commitments shall immediately terminate and the Loans (with accrued interest
thereon) and all other amounts owing under this Agreement (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) shall immediately become due and payable.



(b) If an Event of Default other than those specified in Section 7.1(e) or (f) shall occur
and be continuing, either or both of the following actions may be taken: (i) with the consent of
the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders,
the Administrative Agent shall, by notice to Gannett, declare Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to Gannett, declare the Loans (with accrued interest thereon)
and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether
or not the beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) to be due and payable forthwith, whereupon the same shall
immediately become due and payable. With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration pursuant to this
paragraph, Gannett shall as soon as practicable thereafter, but in no event later than one Business
Day thereafter, deposit in a cash collateral account opened by the Administrative Agent an amount
equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held
in such cash collateral account shall be applied by the Administrative Agent to the payment of
drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of
Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of Gannett hereunder. After all such Letters of Credit shall have expired or been
fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations
of Gannett hereunder shall have been paid in full, the balance, if any, in such cash collateral
account shall be returned to Gannett (or such other Person as may be lawfully entitled thereto).”



20. Amendment to Section 8.10. Section 8.10 of the Credit Agreement is hereby amended
and restated in its entirety as follows:



“Section 8.10 Syndication Agent, Documentation Agent and Issuing Lender.
Notwithstanding any provision to the contrary elsewhere in this Agreement, (i) neither the
Syndication Agent nor the Documentation Agent shall have any duties or responsibilities hereunder,
or any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise
exist against either the Syndication Agent or the Documentation Agent and (ii) the Issuing Lender
shall be entitled to the benefits of Article VIII in its capacity as an Issuing Lender.”



21. Amendment to Section 9.1. Section 9.1 of the Credit Agreement is hereby amended by
adding the following clause (vi) at the end of the proviso thereof:



“; or (vi) amend, modify or waive any provision of Section 2.20 without the written consent of
the Issuing Lender”



 


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22. Amendment to Section 9.2. Section 9.2 of the Credit Agreement is hereby amended
and restated in its entirety as follows:



“Section 9.2 Notices. All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when delivered, or three
Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received,
addressed as follows in the case of Gannett, the Administrative Agent or the Issuing Lender, and as
set forth in an administrative questionnaire delivered to the Administrative Agent in the case of
the Lenders, or to such other address as may be hereafter notified by the respective parties
hereto:



	 	 	 
	Gannett:

	 	7950 Jones Branch Drive
	 

	 	McLean, VA 22107
	 

	 	Attention: Vice President & Treasurer
	 

	 	Telecopy: 703-854-2047
	 

	 	Telephone: 703-854-6248
	 
	 	 
	The Administrative Agent:

	 	Bank of America, N.A.
	 

	 	Bank of America Plaza
	 

	 	901 Main Street
	 

	 	Dallas, TX 75202-3714
	 

	 	Attention: Antonikia (Toni) L. Thomas
	 

	 	Telecopy: 877-206-8432
	 

	 	Telephone: 214-209-1569
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Bank of America, Media & Telecom Group
	 

	 	100 Federal Street
	 

	 	Boston, MA 02110
	 

	 	Attention: Peter van der Horst
	 

	 	Telecopy: 980-233-7788
	 

	 	Telephone: 617-434-0164
	 
	 	 
	The Issuing Lender:

	 	Bank of America, N.A.
	 

	 	(same address as above)






provided that any notice, request or demand to or upon the Administrative Agent, the Issuing Lender
or the Lenders shall not be effective until received.”



23. Amendment to Section 9.6. Section 9.6 of the Credit Agreement is hereby amended
by:



(i) deleting existing paragraph (a) in its entirety and inserting in lieu thereof the
following new paragraph (a):



“(a) This Agreement shall be binding upon and inure to the benefit of Gannett, the Lenders,
the Administrative Agent, the Issuing Lender, all future holders of the Loans and Letters of Credit
and their respective successors and assigns, except that Gannett may not assign or transfer any of
its rights or obligations under this Agreement without the prior written consent of each Lender.”



(ii) deleting the existing second sentence of paragraph (b) thereof in its entirety and
inserting in lieu thereof the following new sentence:



“In the event of any such sale by a Lender of a participating interest to a Participant, such
Lender’s obligations under this Agreement to the other parties to this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement, and Gannett, the
Administrative Agent and the Issuing Lender shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement.”


 


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(iii) deleting the existing first sentence of paragraph (c) thereof in its entirety and
inserting in lieu thereof the following new sentence:



“Any Lender other than any Conduit Lender (an “Assignor”) may, in accordance with
applicable law, at any time and from time to time assign to any Lender or, with the consent of
Gannett, the Administrative Agent and the Issuing Lender (which, in each case, shall not be
unreasonably withheld, delayed or conditioned; it being understood that (i) the Administrative
Agent and each Lender effecting an assignment to any Person other than a Lender should notify
Gannett as promptly as possible of any request for assignment and Gannett, in turn, should promptly
consider such request for assignment; and (ii) Gannett’s consent shall not be considered to be
unreasonably withheld, delayed or conditioned if Gannett withholds, delays or conditions its
consent because, among other factors, it is concerned about a potential Assignee’s capital
adequacy, liquidity or ability to perform its obligations under this Agreement), to any Lender
Affiliate, an additional bank, financial institution or other entity (an “Assignee”) all or
any part of its rights and obligations under this Agreement pursuant to an Assignment and
Acceptance, executed by such Assignee, such Assignor and any other Person whose consent is required
pursuant to this paragraph, and delivered to the Administrative Agent for its acceptance and
recording in the Register; provided that, unless otherwise agreed by Gannett and the Administrative
Agent, no such assignment to an Assignee (other than any Lender or any Lender Affiliate) shall be
in an aggregate principal amount of less than $10,000,000, in each case except in the case of an
assignment of all of a Lender’s interests under this Agreement.”



(iv) deleting the existing second sentence of paragraph (d) thereof in its entirety and
inserting in lieu thereof the following new sentence:



“The entries in the Register shall be conclusive, in the absence of manifest error, and
Gannett, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose
name is recorded in the Register as the owner of the Loans and any promissory notes evidencing the
Loans recorded therein for all purposes of this Agreement.”



24. Effectiveness. This Amendment shall become effective as of the date (the
“Third Amendment Effective Date”) on which the Administrative Agent shall have received (i)
counterparts hereof duly executed by Gannett and the Administrative Agent and (ii) an executed
consent letter from Lenders constituting Required Lenders authorizing the Administrative Agent to
enter into this Amendment.



25. Representations and Warranties. Gannett hereby represents and warrants that, on
and as of the Third 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 30, 2008 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.



26. 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.



27. 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.


 


13









 





28. 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.



29. 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.



30. Expenses. Gannett agrees to pay or reimburse the Administrative Agent for all of
its 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.



[Signature page follows]




 


14









 







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/ Antonikia (Toni) Thomas
 	 
	 	 	Name:  	Antonikia (Toni) Thomas 	 
	 	 	Title:  	Assistant Vice President 	 




 


15