Exhibit 10-8-5





Exhibit 10-8-5




FIFTH AMENDMENT AND WAIVER

TO GANNETT MARCH 2004 CREDIT AGREEMENT




This FIFTH AMENDMENT AND WAIVER, dated as of September 30, 2010 (this “Amendment and
Waiver”), 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, as further amended by the Second Amendment
thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by
the Third Amendment thereto, dated as of September 28, 2009 and as further amended by the Fourth
Amendment thereto, dated as of August 25, 2010 (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 from time to
time parties to the Credit Agreement (the “Lenders”), Bank of America, N.A., as
administrative agent, JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and
Barclays Bank PLC and Suntrust Bank, as documentation agents, is made by and between Gannett, Bank
of America, N.A., as administrative agent and as an Issuing Lender, J.P. Morgan Chase Bank, N.A.,
as successor administrative agent (in such capacity, the “Administrative Agent”) and as an
Issuing Lender, and the Lenders party hereto.



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:



“Consolidated Tangible Assets”: for any period, with respect to Gannett and its
Domestic Subsidiaries, all property, plant and equipment, inventories and trade receivables of
Gannett and its Domestic Subsidiaries on a consolidated basis in accordance with GAAP.


 


 









 





“Designated Pari Passu Indebtedness”: New Pari Passu Indebtedness if (a) (i) such New
Pari Passu Indebtedness is incurred before the repayment of other Pari Passu Indebtedness, (ii) the
Net Cash Proceeds of such New Pari Passu Indebtedness are subsequently used to effect a repayment
of the 2011 Notes, 2011 Term Loan Agreement or 2012 Notes (and the principal amount of such New
Pari Passu Indebtedness may not exceed the outstanding principal amount of the 2011 Notes, 2011
Term Loan Agreement or 2012
Notes, as applicable, together with estimated accrued interest, fees and expenses payable in
connection therewith) and (iii) such Net Cash Proceeds of New Pari Passu Indebtedness incurred
before the repayment of the applicable Pari Passu Indebtedness shall be segregated in a separate
account and applied to repay the applicable Pari Passu Indebtedness on the day which is no later
than 90 days (or such later date as the Administrative Agent may reasonably agree to;
provided that in the event such Net Cash Proceeds are not so applied on or prior to such
day, the Administrative Agent may apply such Net Cash Proceeds to the repayment of other Pari Passu
Indebtedness on such day in such order as it may determine) after the issuance of such New Pari
Passu Indebtedness or (b) (i) such New Pari Passu Indebtedness is incurred no later than 120 days
after the repayment of Pari Passu Indebtedness, (ii) such repayment is not made with the proceeds
of other indebtedness or is initially made with the proceeds of borrowings under the Existing
Credit Agreements and (iii) Gannett delivers to the Administrative Agent on or prior to the date of
receipt of such Net Cash Proceeds a certificate of a financial officer of Gannett certifying (x) as
to the earlier repayment of Pari Passu Indebtedness, (y) that such repayment was not made with the
proceeds of other indebtedness or was initially made with the proceeds of borrowings under the
Existing Credit Agreements and (z) that the Net Cash Proceeds of such New Pari Passu Indebtedness
will be used to repay such borrowings within 10 Business Days after receipt of such Net Cash
Proceeds.



“Existing Agreements”: the Existing Credit Agreements and the 2011 Term Loan
Agreement.



“Existing Credit Agreements”: this Agreement, the 2002 Credit Agreement, and the 2005
Credit Agreement.



“Extended Termination Date”: September 30, 2014 (or such earlier date on which the
Five-Year Commitments terminate in accordance with the provisions hereof).




“Extending Lender”: as defined in Section 2.22.



“Extension Agreement”: an Extension Agreement, substantially in the form attached to
the Fifth Amendment as Exhibit A.



“Extension Effective Date”: the date upon which the conditions precedent set forth in
the Extension Agreement shall have been satisfied or waived.




“Extension Option”: as defined in Section 2.22.



“Fifth Amendment and Waiver”: the Fifth Amendment and Waiver to the Agreement, dated
as September 30, 2010, among Gannett, the Lenders and the Administrative Agent.



“Fifth Amendment and Waiver Effective Date”: the date on which the conditions
precedent set forth in Section 20 of the Fifth Amendment shall have been satisfied or waived.




“Joint Lead Arrangers”: J.P. Morgan Securities LLC and Citibank N.A.


 


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“Loan Documents”: this Agreement, any Application, the Guarantee Agreement, any
Extension Agreement, the Master Assignment Agreement and all other written agreements whether
heretofore, now or hereafter executed by or on behalf of any Loan Party, or any
employee of any Loan Party, and delivered to either the Administrative Agent or any Lender in
connection with this Agreement or the Facilities contemplated hereby. Any reference in this
Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or
schedules thereto, and all amendments, restatements, supplements or other modifications thereto,
and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all
times such reference becomes operative.



“Loan Party”: the Borrower and any of its Subsidiaries that are party to a Loan
Document.



“Master Assignment Agreement”: a Master Assignment Agreement, substantially in the
form attached to the Fifth Amendment and Waiver as Exhibit B.



“Net Cash Proceeds”: in connection with any incurrence of Indebtedness, the cash
proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking
fees, accountants’ fees, underwriting discounts (including original issue discount, if any) and
commissions and other customary fees and expenses actually incurred in connection therewith.




“New Non-Guaranteed Indebtedness”: as defined in Section 6.5(b)(i)(E).




“New Pari Passu Indebtedness”: as defined in Section 6.5(b)(i)(D).




“Non-Extending Lender”: as defined in Section 2.22.



“Pari Passu Commitments”: any revolving credit commitments to advance Pari Passu
Indebtedness.



“Pari Passu Debt Basket”: at the time of incurrence of any New Pari Passu
Indebtedness, (a) if the Total Leverage Ratio at such time is less than 1.00 to 1.00,
$1,500,000,000 (so long as the pro forma Total Leverage Ratio after giving effect to the incurrence
thereof is less than 2.25 to 1.00), (b) if the Total Leverage Ratio at such time is less than 1.50
to 1.00 but greater than or equal to 1.00 to 1.00, $1,000,000,000 (so long as the pro forma Total
Leverage Ratio after giving effect to the incurrence thereof is less than 2.25 to 1.00) and (c)
$750,000,000 otherwise.



“Pari Passu Indebtedness”: any Indebtedness existing under (a) the 2011 Term Loan
Agreement, (b) the Five-Year Commitments (including the extensions of credit made thereunder) under
any Existing Credit Agreement or (c) 2011 Notes, 2012 Notes, 2014 Notes, 2015 Notes, 2016 Notes and
2017 Notes, and any refinancing, refunding, renewals or extensions of any of the foregoing.



“Permitted Commercial Paper”: any commercial paper issued by Gannett to refinance
Indebtedness at any time when Gannett has Credit Status 1, Credit Status 2, Credit Status 3 or
Credit Status 4.


 


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“Permitted Short Term Debt”: any Indebtedness (a) which satisfies the requirements of
Section 6.5(b)(i)(D) with respect to New Pari Passu Indebtedness (other than clause (1) of the
proviso thereto) and the Net Cash Proceeds of which are to be applied as provided in Section 2.6A
or (b) which satisfies the requirements of Section 6.5(c) with respect
to New Non-Guaranteed Indebtedness (other than clause (i) of the proviso thereto), so long as
(x) the aggregate principal amount of all Indebtedness under the foregoing clauses (a) and (b)
incurred after the Extension Effective Date does not exceed $500,000,000 at any time outstanding
under all of the Existing Credit Agreements. Permitted Short Term Debt shall be subject to the
requirements of Section 6.5(d).




“Replacement Lender”: as defined in Section 2.22.



“2002 Credit Agreement”: the Amended and Restated Competitive Advance and Revolving
Credit Agreement, dated as of March 11, 2002 and effective as of March 18, 2002 (as further
amended, supplemented or otherwise modified from time to time), among Gannett, the lenders thereto,
Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citibank, N.A., as
syndication agents, and Barclays Bank PLC, as documentation agent.



“2005 Credit Agreement”: the Competitive Advance and Revolving Credit Agreement,
dated as of December 13, 2004 and effective as of January 5, 2005 (as further amended, supplemented
or otherwise modified from time to time), among Gannett, the lenders thereto, Bank of America,
N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents,
and Barclays Bank PLC, as documentation agent.




“2011 Notes”: Gannett’s 5.75% Notes due June 2011.



“2011 Term Loan Agreement”: the Term Loan Agreement dated as of June 27, 2008 and
effective as of July 14, 2008 among Gannett, the several lenders from time to time parties thereto
and BNP Paribas as administrative agent (as further amended, supplemented or otherwise modified
from time to time).




“2012 Notes”: Gannett’s 6.375% Notes due April 2012.




“2014 Notes”: Gannett’s 8.75% Notes due November 2014.




“2015 Notes”: Gannett’s 10% Notes due June 2015.




“2016 Notes”: Gannett’s 10% Notes due April 2016.




“2017 Notes”: Gannett’s 9.375% Notes due November 2017.



(ii) by adding the following proviso at the end of the definition of “Applicable
Margin”:



“provided, however, that on and after the earlier of (a) the date upon which there are no
longer any Non-Extending Lenders under this Agreement or (b) the Five-Year Termination Date,
“Applicable Margin” shall mean the appropriate rate per annum set forth in the table below
opposite the applicable Total Leverage Ratio:



	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margin for:	 
	Total Leverage Ratio	 	ABR Loans	 	 	Eurodollar Loans	 
	> 3.00 to 1.00
	 	225.00 Basis Points	 	 	325.00 Basis Points	 
	< 3.00 to 1.00 and > 2.50 to 1.00
	 	200.00 Basis Points	 	 	300.00 Basis Points	 
	< 2.50 to 1.00 and > 1.75 to 1.00
	 	175.00 Basis Points	 	 	275.00 Basis Points	 
	< 1.75 to 1.00 and > 1.00 to 1.00
	 	125.00 Basis Points	 	 	225.00 Basis Points	 
	< 1.00 to 1.00
	 	100.00 Basis Points	 	 	200.00 Basis Points	 





 


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(iii) by deleting the definition of “Commitment Utilization Percentage” in its
entirety.




(iv) by deleting the definition of “Excess Utilization Day” in its entirety.



(v) by deleting clause (b) of the definition of “Fee Payment Date” in its entirety
and inserting in lieu thereof the following:




(b) the Five-Year Termination Date and/or the Extended Termination Date, as applicable.



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



“Five-Year Commitment Period”: the period from and including the First Amendment and
Waiver Effective Date to the Five-Year Termination Date, as the same may be extended to the
Extended Termination Date pursuant to Section 2.22.



(vii) by deleting the definition of “Incremental Facility Maturity Date” in its
entirety and inserting in lieu thereof the following:



“Incremental Facility Maturity Date”: with respect to the Incremental Loans, the
maturity date specified in the applicable Incremental Facility Activation Notice, which date shall
be a date that is at least 91 days after the Extended Termination Date.



(vii) by deleting clause (y) of the definition of “Interest Payment Date” in its
entirety and inserting in lieu thereof the following:



“the applicable Termination Date with respect to a Revolving Loan shall be deemed to be an
“Interest Payment Date” with respect to any interest which is then accrued hereunder.”



(viii) by deleting the definition of “Issuing Lender” in its entirety and inserting in
lieu thereof the following:



“Issuing Lender”: Bank of America, N.A., JP Morgan Chase Bank, 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.


 


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(ix) by deleting the definition of “L/C Commitment” in its entirety and inserting in
lieu thereof the following:




“L/C Commitment”: $34,000,000. 



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



“Termination Date”: the Five-Year Termination Date, the 364-Day Termination Date
and/or the Extended Termination Date, as applicable.




3. Amendment to Section 2.1.



(i) Section 2.1 of the Credit Agreement is hereby amended by deleting the phrase “Five-Year
Termination Date” from paragraph (c) thereof and replacing that phrase with the phrase “applicable
Termination Date”.



(iii) Section 2.1 of the Credit Agreement is hereby amended by deleting paragraph (d) thereof
in its entirety and inserting in lieu thereof the following new paragraph (d):



“(d) Gannett (upon receipt of requisite authorization from its Board of Directors) and any
one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall (x)
make available to Gannett an additional credit facility (the “Incremental Facility” and any
loans thereunder, the “Incremental Loans”), which credit facility shall take the form of a
revolving credit facility which matures at least 91 days after the Extended Termination Date and/or
(y) increase the amount of their Five-Year Commitment, or (in the case of a New Lender) make
available a Five-Year Commitment which matures on the Extended Termination Date, in either such
case by executing and delivering to the Administrative Agent an Incremental Facility Activation
Notice specifying (i) the aggregate principal amount of such increase and the Facility or
Facilities involved, (ii) the Incremental Facility Closing Date and (iii) in the case of an
Incremental Facility, the applicable Incremental Facility Maturity Date. Notwithstanding the
foregoing, (I) the sum of the aggregate principal amount of Incremental Facility Commitments under
any Existing Credit Agreement and any increase in the Five-Year Commitments under any Existing
Credit Agreement after the Fifth Amendment and Waiver Effective Date shall not exceed $250,000,000
in the aggregate under the Existing Credit Agreements, (II) no increase pursuant to this paragraph
may be obtained after the occurrence and during the continuation of a Default or Event of Default
or if a Default or Event of Default would result therefrom, (III) any increase effected pursuant to
this paragraph shall be in a minimum amount of at least $10,000,000 and (IV) any Incremental
Facility and/or increase in Five-Year Commitments shall be effected pursuant to documentation and
procedures reasonably acceptable to the Administrative Agent (including, if applicable, procedures
to ensure that outstandings are held ratably by the applicable Lenders). No Lender shall have any
obligation to participate in any increase described in this paragraph unless it agrees to do so in
its sole discretion.”



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



“Any such reduction pursuant to this Section 2.4 shall be in an amount equal to $10,000,000 or
a multiple of $1,000 in excess thereof (other than in connection with the Fifth Amendment and
Waiver, in which case such incremental reductions may be in multiples of less than $1,000) and
shall reduce permanently the Five-Year Commitments then in effect, and the fees payable pursuant to
Section 2.10 shall then reflect the reduced Five-Year Commitments.”


 


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5. Amendment to Section 2.6. (i) Section 2.6 of the Credit Agreement is hereby
amended by deleting the phrase “Five-Year Termination Date” from clause (iii) of paragraph (a)
thereof and replacing that phrase with the phrase “applicable Termination Date”.



(ii) Section 2.6 of the Credit Agreement is hereby amended by deleting the phrase “364-Day
Termination Date or the Five-Year Termination Date, as applicable” from clause (ii) of paragraph
(b) thereof and replacing that phrase with the phrase “applicable Termination Date”.



6. Amendment to Article II. Article II of the Credit Agreement is hereby amended by
adding the following new Section 2.6A immediately before Section 2.6.



“2.6A Mandatory Prepayments and Commitment Reductions. (a) If any New Pari Passu
Indebtedness shall be issued or incurred in accordance with Section 6.5(b)(i)(A) or
6.5(b)(i)(D), in each case issued or incurred after the Extension Effective Date and in an
aggregate amount at any one time outstanding in excess of the Pari Passu Debt Basket, then
Gannett shall, within 10 Business Days after the receipt of the Net Cash Proceeds of such New
Pari Passu Indebtedness, permanently reduce Pari Passu Commitments (and make any related
required prepayments of Pari Passu Indebtedness) and/or permanently repay, prepay or refinance
any Pari Passu Indebtedness (other than Pari Passu Indebtedness covered by Pari Passu
Commitments) in an aggregate amount equal to 100% of the Net Cash Proceeds of such New Pari
Passu Indebtedness in excess of Pari Passu Debt Basket; provided that (i) the Net Cash
Proceeds of Designated Pari Passu Indebtedness shall not be required to be so applied (except
as otherwise provided in the definition of Designated Pari Passu Indebtedness) and (ii) in the
case of any New Pari Passu Indebtedness covered by Pari Passu Commitments, (x) Gannett shall
cause any such New Pari Passu Indebtedness to be fully drawn on the date first available for
drawing (or shall otherwise make the prepayments and/or reductions required by this Section
2.6A on such date as if such New Pari Passu Indebtedness were fully drawn on such date) and (y)
upon completion of the drawing, prepayment and/or reductions contemplated by Section
2.6A(ii)(x), Gannett shall have no further obligations under this Section 2.6A with respect to
the Net Cash Proceeds of such New Pari Passu Indebtedness covered by Pari Passu Commitments.



(b) To the extent that Gannett elects to prepay Loans and/or reduce Five-Year Commitments (or
Incremental Facility Commitments, if applicable) under this Agreement in order to comply with the
requirements of Section 2.6(A)(a), such amounts will be applied first to reduce permanently the
Five-Year Commitments; provided that so long as no Default or Event of Default shall have occurred
and be continuing, such amounts will not be applied to reduce permanently the Five-Year Commitments
below the amount of any outstanding Letters of Credit. Any such reduction of the Five-Year
Commitments shall be accompanied by prepayment of the Five-Year Loans, to the extent, if any, that
the Total Extensions of Credit exceed the amount of the Total Commitments as so reduced. The
application of any prepayment pursuant to Section 2.6A shall be made, first, to ABR Loans and
second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.6A (except in the case
of Five-Year Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such
prepayment on the amount prepaid.


 


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(c) If, on any Termination Date, the aggregate outstanding Five-Year Extensions of Credit
exceed the Five-Year Commitments, then the Borrower shall prepay Loans (or, to the extent after
giving effect to any such prepayment, any such excess remains, cash collateralize Letters of Credit
in a manner consistent with the requirements in Section 7), to eliminate such excess and, in the
event that the Borrower fails to comply with the preceding requirements, the Five-Year Commitments
shall automatically terminate on such Termination Date.”



7. Amendment to Section 2.8. Section 2.8 of the Credit Agreement is hereby amended
by deleting existing paragraph (a) in its entirety and inserting in lieu thereof the following new
paragraph (a):



“(a) Gannett hereby unconditionally promises to pay (i) to each 364-Day Lender on the 364-Day
Termination Date (or such earlier date as the 364-Day Loans become due and payable pursuant to
Article 7 or Section 2.5), the unpaid principal amount of each 364-Day Loan made by such 364-Day
Lender, (ii) to each Five-Year Lender or Extending Lender on the Five-Year Termination Date or
Extended Termination Date, as applicable (or such earlier date as the Five-Year Loans become due
and payable pursuant to Article 7 or Section 2.5), the unpaid principal amount of each Five-Year
Loan made by such Five-Year Lender, and (iii) to each applicable Lender on the last day of the
applicable Interest Period, the unpaid principal amount of each Competitive Loan made by any such
Lender. Gannett hereby further agrees to pay interest in immediately available funds at the office
of the Administrative Agent on the unpaid principal amount of the Loans from time to time from the
date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in
Section 2.9.”



8. Amendment to Section 2.10. Section 2.10 of the Credit Agreement is hereby amended
by inserting the following sentence at the end of paragraph (b) thereof:



“Notwithstanding the foregoing, on and after the earlier of (a) the date upon which there are
no longer any Non-Extending Lenders under this Agreement or (b) the Five-Year Termination Date,
Gannett shall no longer pay the Five-Year Facility Fee and shall only pay to the Administrative
Agent, for the ratable account of the Extending Lenders, a fee at the rate per annum equal to
0.5000% of the aggregate undrawn Five-Year Commitments on such day.”



9. Amendment to Section 2.11. Section 2.11 of the Credit Agreement is hereby amended
by deleting the parenthetical “(other than the Utilization Fees, which shall be calculated as
provided in Section 2.10(c))” in its entirety.




10. Amendment to Section 2.18.



(i) Section 2.18(a) of the Credit Agreement is hereby amended by deleting the word “or” before
clause (c) and inserting a comma thereof and adding the following new clause (d) at the end of
clause (c) immediately before the proviso:



“or (d) after the Extension Effective Date and on or before the Extended Termination Date,
with the consent of the Administrative Agent (such consent, in each case, shall not be unreasonably
withheld, conditioned or delayed), is a Non-Extending Lender, in whole or in part (but if in part,
in an aggregate principal amount of not less than $5,000,000 (other than in the case of the
replacement of all of a Non-Extending Lender’s interest under this Agreement)), provided that the
Five-Year Commitment of such Non-Extending Lender is replaced by increases in the outstanding
Five-Year Commitments of one or more Extending Lenders or Five-Year Commitments of one or more
other lenders or financial institutions or other entities that will become “Lenders” under this
Agreement (each, a “Replacement Lender”) so long as (i) the maturity of any such
replacement commitments shall not be earlier than the Extended Termination Date, (ii) the terms
applicable to any such commitments are identical to those applicable to the Five-Year Commitments
and (iii) the interest, fees or other compensation payable in respect of such commitments (in
addition to additional interest and fees payable under this Agreement) shall not exceed the
Extension Fees (as defined in the Extension Agreement).”


 


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(ii) Section 2.18(a) of the Credit Agreement is hereby amended by inserting the word
“further” immediately after the second instance of the word “provided” and adding the following new
sentence at the end thereof:



“In addition, each Replacement Lender shall have entered into an Assignment and Assumption or
other documentation reasonably satisfactory to Gannett and the Administrative Agent pursuant to
which such Replacement Lender shall assume all or part of the outstanding Five-Year Commitment of
such Non-Extending Lender. For the avoidance of doubt, after the Extension Effective Date and on
or before the Extended Termination Date, any Non-Extending Lender that has not been replaced may,
with the consent of Gannett, extend all, or a portion of, its Five-Year Commitment (but if electing
to extend only a portion of its Five-Year Commitment, in an aggregate amount not less than
$5,000,000), converting such Lender (as to the portion so extended) through the Extended
Termination Date by executing and delivering to Gannett and the Administrative Agent an Extension
Agreement and the Master Assignment Agreement and such other documentation as the Administrative
Agent shall reasonably specify to evidence the extended Five-Year Commitments of such Lender, as
applicable.”



11. Amendment to Section 2.20. (a) Section 2.20 of the Credit Agreement is hereby
amended by inserting the new clause (iii) at the end of clause (a) as follows:



(iii) Subject to the provisions of Section 2.6A(c), on the Five-Year Termination Date (and
without any further action), and to the extent that the Five-Year Commitments shall not have
terminated at or prior to such time, the interests in the Issuing Lender’s obligations and rights
under and in respect of each outstanding Letter of Credit shall be reallocated so that each
Extending Lender shall be an L/C Participant with respect to an undivided interest equal to such
Extending Lender’s Five-Year Commitment Percentage as of such date 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, and the Non-Extending Lenders shall be released as L/C
Participants in respect of such outstanding Letters of Credit.



12. Amendment to Article II. Article II of the Credit Agreement is hereby amended by
adding the following new Section 2.22 at the end thereof as follows:



“Section 2.22 Extending Lenders. (a) On the Extension Effective Date, at the request
of Gannett, individual Lenders may, pursuant to the Extension Agreement extend the maturity date of
such Lender’s Five-Year Commitments (including any L/C Commitments) from the Five-Year Termination
Date to the Extended Termination Date (each, an “Extending Lender”, and each such Lender
that does not elect to so extend, a “Non-Extending Lender”), on the same terms and
conditions as the existing Five-Year Facility (the “Extension Option”), except as set forth
in the Extension Agreement. Each such Extending Lender shall execute and deliver to Gannett and
the Administrative Agent an Extension Agreement and the Master Assignment Agreement and such other
documentation as the Administrative Agent shall reasonably specify to evidence the extended
Five-Year Commitments of such Extending Lender. Each such Extending Lender shall be subject to the
conditions set forth in paragraph (b) below.


 


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(b) Notwithstanding anything to the contrary in the Extension Agreement, the Extension Option
is subject to the following conditions in addition to any conditions set forth in the Extension
Agreement: (a) Extension Agreements shall have been fully executed and
delivered by all applicable parties, pursuant to which the maturity of Five-Year Commitments
in an aggregate amount of at least $1,000,000,000 (or such lesser or greater amount as is approved
by Gannett and the Joint Lead Arrangers prior to the Extension Effective Date) under this Agreement
shall be extended to the Extended Termination Date; (b) the Extending Lenders shall have executed
and delivered a Master Assignment Agreement pursuant to which Extending Lenders shall be assigned
Commitments such that each Extending Lender shall hold its allocated Commitments after giving
effect thereto; (c) Gannett shall have delivered notice of the reduction of Five-Year Commitments
pursuant to Section 2.4 such that the aggregate commitments of the Lenders under this Agreement
after such reductions is approximately $624,006,875.28; (d)(i) the representations and warranties
contained in the this Agreement shall be true and correct in all material respects on and as of
such date, (ii) 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, and (iii) no Default or Event of Default shall have occurred and be continuing; (e) the
Administrative Agent shall have received closing documents, including legal opinions, documents,
certificates and other instruments, as are customary for the transactions described in this Section
2.22 and the Extension Agreement, or as such Administrative Agent may reasonably request; (f) the
representations and warranties, covenants and events of default applicable to such Extension Option
shall be the same as those set forth in this Agreement and (g) all reasonable and documented
out-of-pocket costs and expenses of the Administrative Agent, including the reasonable fees and
disbursements of counsel, shall have been paid or reimbursed.”



13.  Amendments to Article V. Article V of the Credit Agreement is hereby amended by
adding the following new Section 5.10 after Section 5.9 as follows:



“Section 5.10 Restrictive Agreements. Gannett shall provide to the Administrative
Agent, no later than 5 Business Days after the execution thereof, any agreements with respect to
New Pari Passu Indebtedness, New Non-Guaranteed Indebtedness or Permitted Short Term Debt executed
on or after the Extension Effective Date that contain (i) any financial covenants which are more
restrictive than the financial covenants contained in this Agreement, (ii) in the case of senior
credit facilities, any representations and warranties more restrictive than those set forth in this
Agreement, (iii) in the case of senior credit facilities, any other covenants (except pricing and
redemption premiums) or events of default which are more restrictive than the covenants and events
of default set forth in this Agreement or (iv) in the case of notes, debt securities or similar
instruments, any other covenants (except pricing and redemption premiums) or events of default
which are more restrictive than the covenants and events of default applicable to the 2017 Notes,
whether or not the 2017 Notes are outstanding.”


 


- 10 -









 





14. Amendment to Section 6.1. Section 6.1 of the Credit Agreement is hereby amended
by deleting existing paragraph (f) in its entirety and inserting in lieu thereof the following new
paragraph (f) as follows:



“(f) cash collateralization established pursuant to Section 2.21 of any of the Existing Credit
Agreements.”




15. Amendments to Section 6.5.



(i) Section 6.5(b)(i) of the Credit Agreement is hereby amended by deleting the word “and” and
inserting a comma immediately before clause (C) thereof and adding the
following new clauses (D) and (E) immediately before the word “or” at the end of paragraph (i)
thereof:



“(D) after the Extension Effective Date, subject to Section 2.6A, unsecured Indebtedness
of one or more Guarantors resulting from Guarantees of Indebtedness of Gannett incurred after
the Fifth Amendment and Waiver Effective Date in accordance with this Section 6.5(b)(i)(D)
(“New Pari Passu Indebtedness”); provided that no Default or Event of Default
has occurred and is continuing or would result from the incurrence of such New Pari Passu
Indebtedness and the following conditions are satisfied: (1) the maturity and weighted average
life of any such New Pari Passu Indebtedness must be at least 91 days later than the Extended
Termination Date at the time such New Pari Passu Indebtedness is incurred (other than Permitted
Short Term Debt); (2) the mandatory prepayment provisions applicable to any senior credit
facilities constituting New Pari Passu Indebtedness shall be no more restrictive than the
mandatory prepayment provisions set forth in Section 2.6A, and the redemption and mandatory
prepayment provisions applicable to any notes, debt securities or similar instruments
constituting New Pari Passu Indebtedness shall be no more restrictive than the redemption and
mandatory prepayment provisions applicable to the 2017 Notes whether or not the 2017 Notes are
outstanding; and (3) such New Pari Passu Indebtedness shall not be secured by any Liens, except
as permitted by Section 6.1 of this Agreement, or guaranteed by entities other than Guarantors,
except as permitted by Section 6.5(b)(ii) of this Agreement, and (E) Indebtedness outstanding
from time to time under the Existing Agreements as in effect on the Extension Effective Date;”



(ii) Section 6.5 of the Credit Agreement is hereby amended by deleting the word “and” at the
end of Section 6.5(a), deleting the period at the end of 6.5(b)(ii), inserting “; and” at the end
of Section 6.5(b)(ii) and adding new paragraphs (c) and (d) immediately before the last paragraph
in Section 6.5 as follows:



“(c) After the Extension Effective Date, permit Gannett to incur unsecured, non-guaranteed
indebtedness for borrowed money (other than Pari Passu Indebtedness and Permitted Commercial Paper)
(“New Non-Guaranteed Indebtedness”) unless no Default or Event of Default has occurred and
is continuing or would result from the incurrence of such New Non-Guaranteed Indebtedness and the
following conditions are satisfied: (i) the maturity and weighted average life of any such New
Non-Guaranteed Indebtedness must be at least 91 days later than the Extended Termination Date at
the time such New Non-Guaranteed Indebtedness is incurred (other than Permitted Short Term Debt);
(ii) the mandatory prepayment provisions applicable to any senior credit facilities constituting
New Non-Guaranteed Indebtedness shall be no more restrictive than the mandatory prepayment
provisions set forth in Section 2.6A (it being understood that no mandatory prepayment of Pari
Passu Indebtedness or reduction of commitments hereunder shall be required with the proceeds of New
Non-Guaranteed Indebtedness), and the redemption and mandatory prepayment provisions applicable to
any notes, debt securities or similar instruments constituting New Non-Guaranteed Indebtedness
shall be no more restrictive than the redemption and mandatory prepayment provisions applicable to
the 2017 Notes whether or not the 2017 Notes are outstanding; and (iii) such New Non-Guaranteed
Indebtedness shall only be permitted to be incurred by Gannett and shall not be secured by any
Liens, except as permitted by Section 6.1 of this Agreement, or guaranteed by any other entity,
except as permitted by Section 6.5(b)(ii) of this Agreement;


 


- 11 -









 





(d) To the extent that any New Pari Passu Indebtedness (including as a result of any amendment
thereto), New Non-Guaranteed Indebtedness (including as a result of any amendment thereto) or
Permitted Short Term Debt incurred after the Extension Effective Date (i) includes any financial
covenants which are more restrictive than the financial covenants contained in this Agreement, (ii)
in the case of any senior credit facilities constituting New Pari Passu Indebtedness, New
Non-Guaranteed Indebtedness or Permitted Short Term Debt, includes any representations and
warranties more restrictive than those set forth in this Agreement, (iii) includes any other
covenants (except pricing and redemption premiums) or events of default applicable to any senior
credit facilities which are more restrictive than the covenants and events of default set forth in
this Agreement or (iv) includes any other covenants (except pricing and redemption premiums) or
events of default applicable to any notes, debt securities or similar instruments which are more
restrictive than the covenants and events of default applicable to the 2017 Notes, whether or not
the 2017 Notes are outstanding, then, in any of the circumstances described in clauses (i) through
(iv) above, Gannett agrees, at the request of the Administrative Agent or Required Lenders
hereunder, to promptly amend this Agreement to incorporate such more restrictive provisions (in any
event within 10 Business Days after receipt of such request).



16. Amendment to Article VI. Article VI of the Credit Agreement is hereby amended by
adding the following new Section 6.6 at the end thereof as follows:



“Section 6.6. Transfer of Assets. (a) After the Extension Effective Date, no
Guarantor shall be permitted to transfer any assets to Gannett, except for (i) such transfers as
are necessary to accomplish reasonably substantial tax savings (provided that prior to or
concurrently with the effectiveness of such transfers, Gannett shall have furnished to the
Administrative Agent a certificate of an appropriate financial officer of Gannett certifying that
such transfers are reasonably necessary to achieve reasonably substantial tax savings), (ii)
transfers of assets made in the ordinary course of business, (iii) transfers by operation of law or
that are reasonably necessary in order to comply with changes in any Requirement of Law, and (iv)
transfers as a result of a corporate restructuring of Gannett and its consolidated subsidiaries,
where no Default or Event of Default would result from such restructuring and Gannett remains in
compliance with Section 6.6(b) after giving effect to such restructuring. For the avoidance of
doubt, Gannett and the Lenders agree that aggregate annual tax savings in excess of $1,000,000
shall constitute “reasonably substantial tax savings” for the purposes of this Section 6.6.


 


- 12 -









 





(b) After the Extension Effective Date, Gannett shall not own greater than 30% (the “CTA
Percentage”) of the Consolidated Tangible Assets of Gannett and its Domestic Subsidiaries;
provided, however, that upon the occurrence of (i) any Material Disposition by
Gannett or a Domestic Subsidiary, (ii) any unusual or extraordinary impairment charges or
acceleration of depreciation by Gannett or any Domestic Subsidiaries in excess of $50,000,000 in
the aggregate in any Test Period, or (iii) any asset transfers from Gannett or to Gannett (as
permitted by Section 6.6(a)(i) or Section 6.6(a)(iii)) (each, a “CTA Adjustment Event”), in
each case where no Default or Event of Default would otherwise result from such CTA Adjustment
Event, the CTA Percentage shall increase or decrease, as applicable, by multiplying the then
current CTA Percentage by a fraction, the numerator of which shall be the Consolidated Tangible
Assets of Gannett and its Domestic Subsidiaries as of the end of the prior period, and the
denominator of which shall be the Consolidated Tangible Assets of Gannett and its Domestic
Subsidiaries on a pro forma basis, giving effect to such CTA Adjustment Event, as of the end of
such prior period; provided further, that the CTA Percentage shall not be
decreased to below 30% in accordance with this proviso.”



17. Amendment to Section 9.1. Section 9.1 of the Credit Agreement is hereby amended by
adding a new paragraph at the end thereof as follows:



“Notwithstanding anything to the contrary contained in this Section 9.1, the defined term
“Extended Termination Date” may be amended to a date beyond September 30, 2014 with the consent of
(i) each Extending Lender willing to extend its Five-Year Commitments to such later date, (ii) the
Administrative Agent and (iii) the Issuing Lender.



18. 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:

	 	JPMorgan Chase Bank, N.A.
	 

	 	Loan and Agency Services
	 

	 	1111 Fannin Street, Floor 10
	 

	 	Houston, TX 77002-6925
	 

	 	Attention: Sheila G. King
	 

	 	Telecopy: 713-750-2358
	 

	 	Telephone: 713-750-2242






 


- 13 -









 





	 	 	 
	The Issuing Lender:

	 	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:

	 	JPMorgan Chase Bank, N.A.
	 

	 	Global Trade Services — LC Department
	 

	 	10420 Highland Manor Drive, 4th Floor
	 

	 	Tampa, FL, 33610-9128
	 

	 	Attention: James Alonzo
	 

	 	Telecopy: 813-432-5161
	 

	 	Telephone: 813-432-6339






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.“ 



19. Appointment of Successor Administrative Agent and Waiver of Notice. Effective as
of the Fifth Amendment and Waiver Effective Date, Bank of America, N.A. hereby resigns as
Administrative Agent under the Existing Credit Agreements and Gannett appoints JPMorgan Chase Bank.
N.A. as successor administrative agent. In connection with the foregoing, the Required Lenders
hereby (i) approve of the appointment, by Gannett, of JPMorgan Chase Bank, N.A., as successor to
Bank of America, N.A., as Administrative Agent and (ii) waive, along with Gannett, any notice of
such resignation as may be required pursuant to Section 8.9 of the Credit Agreement.



20. Effectiveness. This Amendment and Waiver shall become effective as of the date
(the “Fifth Amendment and Waiver 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 and Waiver.


 


- 14 -









 





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



(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 and Waiver 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.



22. 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.



23. Counterparts. This Amendment and Waiver 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 and Waiver by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.



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



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



26. Expenses. Gannett agrees to pay or reimburse each of the Administrative Agent and
J.P. Morgan Securities LLC as a Joint Lead Arranger for all of their respective reasonable
out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and
execution of this Amendment and Waiver, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent and counsel to J.P. Morgan Securities LLC as a
Joint Lead Arranger.



[Signature page follows]



 


-15-









 





IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver 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 	 
	 
	 	BANK OF AMERICA, N.A., as Issuing Lender

 	 
	 	By:  	/s/ Peter van der Horst
 	 
	 	 	Name:  	Peter van der Horst 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as Issuing Lender

 	 
	 	By:  	/s/ Peter B. Thauer
 	 
	 	 	Name:  	Peter B. Thauer 	 
	 	 	Title:  	Executive Director 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as successor

Administrative Agent

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



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 







	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.., as Syndication Agent

 	 
	 	By:  	/s/ Peter B. Thauer
 	 
	 	 	Name:  	Peter B. Thauer 	 
	 	 	Title:  	Executive Director 	 
	 
	 	CITIBANK, N.A.., as Syndication Agent

 	 
	 	By:  	/s/ Elizabeth Minnella Gonzalez
 	 
	 	 	Name:  	Elizabeth Minnella Gonzalez 	 
	 	 	Title:  	 	 
	 
	 	BARCLAYS BANK PLC., as Documentation Agent

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



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 







	 	 	 	 	 
	 	BARCLAYS BANK PLC

(Lender)

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



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 





	 	 	 	 	 
	 	COMERICA BANK

(Lender)

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



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 





	 	 	 	 	 
	 	FIRST HAWAIIAN BANK

(Lender)

 	 
	 	By:  	/s/ Dawn Hofmann
 	 
	 	 	Name:  	Dawn Hofmann 	 
	 	 	Title:  	Vice President 	 



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK

(Lender)

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



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 





	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.

(Lender)

 	 
	 	By:  	/s/ Bertram Tang
 	 
	 	 	Name:  	Bertram Tang 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 





	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION

(Lender)

 	 
	 	By:  	/s/ Yoshibiro Hyakutome
 	 
	 	 	Name:  	Yoshibiro Hyakutome 	 
	 	 	Title:  	General Manager 	 



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 





	 	 	 	 	 
	 	SUNTRUST BANK

(Lender)

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



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 





	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

(Lender)

 	 
	 	By:  	/s/ George Stoecklein
 	 
	 	 	Name:  	George Stoecklein 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 





	 	 	 	 	 
	 	BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY

(Lender)

 	 
	 	By:  	/s/ George Stoecklein
 	 
	 	 	Name:  	George Stoecklein 	 
	 	 	Title:  	Vice President 	 



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 





	 	 	 	 	 
	 	CITIBANK, N.A.

(Lender)

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



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 





	 	 	 	 	 
	 	FIFTH THIRD BANK

(Lender)

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



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 





	 	 	 	 	 
	 	THE NORTHERN TRUST

(Lender)

 	 
	 	By:  	/s/ Michael Kingsley
 	 
	 	 	Name:  	Michael Kingsley 	 
	 	 	Title:  	Senior Vice President 	 



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]




 


 









 





	 	 	 	 	 
	 	US BANK, NATIONAL ASSOCIATION

(Lender)

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



[Signature Page to Fifth Amendment — Gannett March 2004 Credit Agreement]





 


 









 







Exhibit A




Form of Extension Agreement




[Attached.]





 


 









 







Exhibit B




Form of Master Assignment Agreement




[Attached.]