Exhibit 10-10-5





Exhibit 10-10-5




FIFTH AMENDMENT AND WAIVER

TO GANNETT MARCH 2002 CREDIT AGREEMENT




This FIFTH AMENDMENT AND WAIVER, dated as of September 30, 2010 (this “Amendment and
Waiver”), to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated
as of March 11, 2002 and effective as of March 18, 2002, as amended and restated as of December 13,
2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of
February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment
thereto, dated as of October 23, 2008 and effective as of October 31, 2008, 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, as documentation agent, 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:



“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.



“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.



 


 









 





“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.



“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.


 


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



“Existing Credit Agreements”: this Agreement, the 2004 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.



“Fee Payment Date”: (a) the third Business Day following the last day of each March,
June, September and December and (b) the Five-Year Termination Date and/or the Extended Termination
Date, as applicable.



“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.



“Fifth Amendment and Waiver”: the Fifth Amendment and Waiver to the Agreement, dated
as of 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 33 of the Fifth Amendment shall have been satisfied or waived.



“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.



“Joint Lead Arrangers”: J.P. Morgan Securities LLC and Citibank Global Markets Inc.


 


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“L/C Commitment”: $33,000,000.



“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).



“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.


 


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“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.



“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).



“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.



“Replacement Lender”: as defined in Section 2.22.



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



“2004 Credit Agreement”: the Competitive Advance and Revolving Credit Agreement,
dated as of February 27, 2004 and effective as of March 15, 2004 (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 and Suntrust Bank, as documentation agents.



“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).



 


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“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 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).



(iii) 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






(iv) 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.



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



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


 


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(vii) 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.



(viii) 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.



(ix) 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).



(x) 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
Effective Date to the Five-Year Termination Date, as the same may be extended to the Extended
Termination Date pursuant to Section 2.22.



(xi) 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.



(xii) 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.



 


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(xiii) 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.”



(xiv) 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.



(xv) 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.



(xvi) 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.



(i) Section 2.1 of the Credit Agreement is hereby amended by deleting paragraph (b) thereof 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”, and together with the 364-Day Loans, the
“Revolving Credit 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.”



 


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(ii) 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 2.3. 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
in its entirety and inserting in lieu thereof the following:



“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. 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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6. 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 (ii) 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 “Five-Year
Termination Date” from clause (ii) of paragraph (b) thereof and replacing that phrase with the
phrase “applicable Termination Date”.



7. 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.



8. 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.”



9. 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).”



 


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10. 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.”



11. 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.



12. 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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13. 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.”



 


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14. 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).”



15. 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).”



(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.”



 


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16. 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.”



17. Amendment to Article II. (a) 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.



 


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(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 Fifth Amendment and Waiver Effective Date, or shall impose upon the Issuing Bank any
unreimbursed loss, cost or expense which was not applicable on the Fifth Amendment and Waiver
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.



(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.



(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 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).



 


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(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.



(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.



 


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(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.



 


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(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.”



18. 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.



19. 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.



(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 $463,451,308.31; (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.”



 


- 19 -









 





20. 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.



21. 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.”



22. Amendments to Article V. (a) 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.



(b) 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.”


 


- 20 -









 





23. 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.



24. 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.”



25. 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;



 


- 21 -









 





(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).



26. 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.


 


- 22 -









 





(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.”



27. 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).”



 


- 23 -









 





28. 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 Agents, Documentation Agent and Issuing Lender.
Notwithstanding any provision to the contrary elsewhere in this Agreement, (i) neither the
Syndication Agents 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 Agents 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.”



29. Amendment to Section 9.1. Section 9.1 of the Credit Agreement is hereby amended
by:



(i) 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.



(ii) 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”



30. 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






 


- 24 -









 





	 	 	 
	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.” 



31. 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.”



 


- 25 -









 





(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.”



(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.”



32. 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.



33. 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.



 


- 26 -









 





34. 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.



35. 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.



36. 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.



37. 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.



38. 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.



39. 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]





 


- 27 -











 




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 2002 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:  	Vice President and Director 	 



[Signature Page to Fifth Amendment — Gannett March 2002 Credit Agreement]




 


 









 






	 	 	 	 	 
	 	BARCLAYS BANK PLC

(Lender)

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



[Signature Page to Fifth Amendment — Gannett March 2002 Credit Agreement]




 


 









 






	 	 	 	 	 
	 	COMERICA BANK

(Lender)

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



[Signature Page to Fifth Amendment — Gannett March 2002 Credit Agreement]




 


 












 




	 	 	 	 	 	 	 
	 	 	FIRST HAWAIIAN BANK	 	 
	 	 	 	 	 
	 	 	(Lender)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dawn Hofmann
 

Name: Dawn Hofmann
	 	 
	 

	 	 	 	Title: Vice President	 	 






[Signature Page to Fifth Amendment — Gannett March 2002 Credit Agreement]






 


 









 





	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 	 	 	 	 
	 	 	(Lender)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter B. Thauer
 

Name: Peter B. Thauer
	 	 
	 

	 	 	 	Title: Executive Director	 	 






[Signature Page to Fifth Amendment — Gannett March 2002 Credit Agreement]



 


 









 





	 	 	 	 	 	 	 
	 	 	MIZHUHO CORPORATE BANK, LTD.	 	 
	 	 	 	 	 
	 	 	(Lender)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bertram Tang
 

Name: Bertram Tang
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






[Signature Page to Fifth Amendment — Gannett March 2002 Credit Agreement]



 


 









 





	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK	 	 
	 	 	 	 	 
	 	 	(Lender)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Vegh
 

Name: Michael Vegh
	 	 
	 

	 	 	 	Title: Director	 	 






[Signature Page to Fifth Amendment — Gannett March 2002 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 2002 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 2002 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 2002 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 2002 Credit Agreement]



 


 









 





	 	 	 	 	 	 	 
	 	 	THE NORTHER TRUST COMPANY	 	 
	 	 	 	 	 
	 	 	(Lender)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Kingsley	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael Kingsley	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






[Signature Page to Fifth Amendment — Gannett March 2002 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 2002 Credit Agreement]





 


 









 







Exhibit A




Form of Extension Agreement




[Attached.]





 


 









 







Exhibit B




Form of Master Assignment Agreement




[Attached.]