Master Assignment and Assumption – of Rights and Obligations Under Credit Agreement – Gannett Co., Inc.

MASTER ASSIGNMENT AND ASSUMPTION

Reference is made to (i) the Amended and Restated Competitive Advance and
Revolving Credit Agreement, dated as of March 11, 2002 and effective as of March
18, 2002 (the “2002 Credit Agreement“), 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 and as further amended by the Second Amendment thereto, dated as of October
23, 2008 and effective as of October 31, 2008 and as further amended by the
Third Amendment thereto, dated as of September 28, 2009 and as further amended
by the Fourth Amendment thereto, dated as of August 25, 2010 and as further
amended by the Fifth Amendment thereto, dated as of September 30, 2010, among
Gannett, the lenders thereto, Bank of America, N.A., as initial administrative
agent, JPMorgan Chase Bank, N.A. and Citibank, N.A. as syndication agents and
JPMorgan Chase Bank, N.A. as successor administrative agent, and Barclays Bank
PLC, as documentation agent, (ii) the Competitive Advance and Revolving Credit
Agreement, dated as of February 27, 2004 and effective as of March 15, 2004 (the
“2004 Credit Agreement“), as amended by the First Amendment thereto,
dated as of February 28, 2007 and effective as of March 15, 2007 and as further
amended by the Second Amendment thereto, dated as of October 23, 2008 and
effective as of October 31, 2008 and 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 and as further amended by the
Fifth Amendment thereto, dated as of September 30, 2010, among Gannett, the
lenders thereto, Bank of America, N.A., as initial administrative agent,
JPMorgan Chase Bank, N.A. and Citibank, N.A. as syndication agents and JPMorgan
Chase Bank, N.A. as successor administrative agent, and Barclays Bank PLC and
Suntrust Bank, as documentation agents, and (iii) the Competitive Advance and
Revolving Credit Agreement, dated as of December 13, 2004 and effective as of
January 5, 2005 (the “2005 Credit Agreement“), as amended by the First
Amendment thereto, dated as of February 28, 2007 and effective as of March 15,
2007 and as further amended by the Second Amendment thereto, dated as of October
23, 2008 and effective as of October 31, 2008 and 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 and as further
amended by the Fifth Amendment thereto, dated as of September 30, 2010, 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 JPMorgan
Chase Bank, N.A. as successor administrative agent, and Barclays Bank PLC, as
documentation agent (the Credit Agreements described in clauses (i), (ii) and
(iii) above as amended, supplemented or otherwise modified on or prior to the
date hereof, the “Existing Credit Agreements” and after the Extension
Effective Date, the “Credit Agreements“). Unless otherwise defined
herein, terms defined in the Existing Credit Agreements and used herein shall
have the meanings given to them in the Existing Credit Agreements.

This Master Assignment and Assumption (the “Assignment and
Assumption“) is dated as of the Extension Effective Date (as defined in the
Credit Agreements) and is entered into by and between each of the Lenders listed
on Schedule 1 (each an “Assignor“; collectively, the
“Assignors“) and each Assignee set forth on Schedule 1 (each an
“Assignee“; collectively, the “Assignees“).

Gannett has notified the Administrative Agent and the Lenders that,
substantially contemporaneously with the effectiveness of the Fifth Amendment
and Waiver, the Five-Year Commitments under the 2002 Credit Agreement shall be
permanently reduced by $365,393,623.38, the Five -Year Commitments under the
2004 Credit Agreement shall be permanently reduced by $468,303,261.36 and the
Five-Year Commitments under the 2005 Credit Agreement shall be permanently
reduced by $285,738,396.15 such that, following such reduction, the aggregate
amount of Five-Year Commitments under the Credit Agreements shall be
$1,630,564,719.11. The Administrative Agent and Lenders party hereto hereby
waive any notice requirement in respect of such reduction pursuant to Section
2.4 of the Existing Credit Agreements.

The Assignors and the Assignees hereto agree as follows:

1. The Assignors hereby irrevocably sell and assign to the Assignees without
recourse to any such Assignor, and the Assignees hereby irrevocably purchase and
assume from the Assignors (in each case, on a ratable basis in accordance with
the amounts of the applicable Assigned Facility (as defined below) to be
purchased and assumed by such Assignee hereunder) without recourse to any such
Assignor, as of the Extension Effective Date, all of the respective interests of
the Assignors (with respect to each Assignee or Assignor, as applicable, its
“Assigned Interest“) in and to the Assignors153 rights and obligations in
respect of their Five-Year Commitments under the Existing Credit Agreements as
set forth on Schedule 1 hereto (individually, an “Assigned
Facility“; collectively, the “Assigned Facilities“), in a principal
amount for each Assigned Facility as set forth on Schedule 1 hereto. The
parties hereto hereby agree that on the Extension Effective Date each Assignor
shall receive payment in full from the Assignees and Gannett of all outstanding
principal and accrued interest and fees owing to it except for any such amounts
that will continue to be owing to it as a party to the Credit Agreements. Each
Assignee shall only be responsible for purchasing the assigned amount set forth
next to its name set forth on Schedule 1 and no Assignee shall be liable in any
way for the failure of any other Assignee to purchase any amounts to be
purchased by such other Assignee.

2. No Assignor (a) makes any representation or warranty or assumes any
responsibility with respect to any statements, warranties or representations
made in or in connection with the Existing Credit Agreements or with respect to
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Existing Credit Agreements, any other Loan Document or any other
instrument or document furnished pursuant thereto, other than that such Assignor
is the legal and beneficial owner of the interest being assigned by it
hereunder, has not created any adverse claim upon the interest being assigned by
it hereunder and that such interest is free and clear of any such adverse claim
or (b) makes any representation or warranty or assumes any responsibility with
respect to the financial condition of Gannett, any of its Affiliates or any
other obligor or the performance or observance by Gannett, any of its Affiliates
or any other obligor of any of their respective obligations under the Existing
Credit Agreements or any other Loan Document or any other instrument or document
furnished pursuant hereto or thereto

3. Each Assignee (a) represents and warrants that it is legally authorized to
enter into this Master Assignment and Assumption; (b) confirms that it has
received copies of the Existing Credit Agreements and the Credit Agreements,
together with copies of the financial statements delivered pursuant to Section
5.1 of the Credit Agreements, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Master Assignment and Assumption; (c) agrees that it will, independently
and without reliance upon the Assignor, the Administrative Agent or any Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Existing Credit Agreements and the Credit Agreements, the other Loan
Documents or any other instrument or document furnished pursuant hereto or
thereto; (d) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
the Existing Credit Agreements and the Credit Agreements, the other Loan
Documents or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are incidental thereto; and (e) agrees that it will
be bound by the provisions of the Existing Credit Agreements and the Credit
Agreements and will perform in accordance with their respective terms all the
obligations required to be performed by it as a Lender including, if it is
organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to Section 2.15(d) of the Existing Credit Agreements and the
Credit Agreements.

4. The effective date of this Master Assignment and Assumption shall be the
Extension Effective Date. For the avoidance of doubt, each Assignee shall have
consented to the Credit Agreements (and the amendments to the Existing Credit
Agreements set forth therein) once all conditions to effectiveness under the
Credit Agreements (other than receipt by the Administrative Agent of the
signatures of the Assignees) have been satisfied.

5. Following the execution of this Master Assignment and Assumption, it will
be delivered to the Administrative Agent for acceptance by it and recording by
the Administrative Agent pursuant to the Existing Credit Agreements, effective
as of the Extension Effective Date.

6. Upon such acceptance and recording, from and after the Extension Effective
Date, the Administrative Agent shall make all payments in respect of the
applicable Assigned Interest (including payments of principal, interest, fees
and other amounts) to the applicable Assignor for amounts which have accrued to
the Extension Effective Date and to the applicable Assignee for amounts which
have accrued subsequent to the Extension Effective Date.

7. From and after the Extension Effective Date, (a) each Assignee shall be a
party to the applicable Credit Agreement(s) to which its Five-Year Commitments
have been assigned hereunder, as applicable, and, to the extent provided in this
Master Assignment and Assumption, have the rights and obligations of a Lender
thereunder and under the other Loan Documents and shall be bound by the
provisions thereof and (b) each Assignor that has assigned all of its existing
Five-Year Commitments, relinquish its rights and be released from its
obligations under the Existing Credit Agreements and the Credit Agreements, if
any. Each Assignee agrees to promptly execute and deliver to Gannett and the
Administrative Agent a counterpart of each Credit Agreement to which it becomes
a party hereunder.

8. This Master Assignment and Assumption shall be governed by, and construed
in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Master Assignment and
Assumption to be executed as of the Extension Effective Date by their respective
duly authorized officers.

Schedule 1
to the Master Assignment and Assumption with respect to
(i) the 2002 Credit Agreement,
(ii) the 2004 Credit Agreement, and
(iii) the 2005 Credit Agreement

Name of Assignor: Each Lender listed as an Assignor in the table below


	2002 Credit			2004 Credit			2005 Credit			Principal
	Agreement			Agreement			Agreement			Amount
Assignor	Assigned			Assigned			Assigned			Assigned
Barclays Bank PLC		(4,063,918.59	)		(8,257,132.61	)		(13,903,500.10	)		(26,224,551.30	)
Comerica Bank		(2,573,474.01	)		:			(9,518,616.02	)		(12,092,090.03	)
First Hawaiian Bank		(1,941,132.41	)		(5,760,729.92	)		(4,022,616.60	)		(11,724,478.93	)
JPMorgan Chase Bank, N.A.		(43,926,586.66	)		(33,051,555.74	)		(52,722,614.47	)		(129,700,756.87	)
Mizuho Corporate Bank, Ltd.		(8,492,464.20	)		(16,182,027.66	)		(14,753,854.84	)		(39,428,346.70	)
Sumitomo Mitsui Banking Corporation		:			(26,173,720.66	)		(19,692,739.36	)		(45,866,460.02	)
SunTrust Bank		(3,655,834.32	)		(8,990,287.74	)		(8,107,104.69	)		(20,753,226.75	)
The Bank of Tokyo-Mitsubishi UFJ Ltd., New York Branch		(7,977,769.41	)		(15,026,168.52	)		(17,609,439.66	)		(40,613,377.59	)

TOTALS		(72,631,179.60	)		(113,441,622.85	)		(140,330,485.74	)		(326,403,288.19	)

Name of Assignee: Each Lender listed as an Assignee in the table below


	2002 Credit		2004 Credit		2005 Credit
	Agreement		Agreement		Agreement		Principal Amount
Assignee	Assumed		Assumed		Assumed		Assumed
Capital One, N.A.		:		:		31,162,177.65		31,162,177.65
Citibank, N.A.		20,738,157.72		29,536,804.05		8,392,011.37		58,666,973.14
Fifth Third Bank		10,467,078.16		16,292,516.29		3,502,751.66		30,262,346.11
PNC Bank, N.A.		:		:		79,504,963.18		79,504,963.18
The Northern Trust Company		7,805,232.14		6,606,014.10		1,439,567.16		15,850,813.40
US Bank, National Association		33,620,711.58		61,006,288.41		16,329,014.72		110,956,014.71

TOTALS		72,631,179.60		113,441,622.85		140,330,485.74		326,403,288.19

Post-Assignment Commitments: After giving effect to the assignments
contemplated hereby, but before giving effect to any reductions as described in
Section 2.22(b)(c) of each Credit Agreement, each person listed as an Extending
Lender in the table below will have the following Commitments:


	2002 Credit		2004 Credit		2005 Credit
	Agreement		Agreement		Agreement		Principal Amount
Extending Lender	Commitment		Commitment		Commitment		Commitment
Barclays Bank PLC	$	62,348,537.72	$	93,546,172.12	$	56,004,348.64	$	211,899,058.48
Capital One, N.A.	$	0.00	$	0.00	$	38,152,962.52	$	38,152,962.52
Citibank, N.A.	$	86,713,689.97	$	132,650,880.95	$	77,426,012.01	$	296,790,582.93
Comerica Bank	$	14,903,488.18	$	0.00	$	25,435,308.35	$	40,338,796.53
Fifth Third Bank	$	27,944,040.35	$	45,129,503.90	$	13,115,080.86	$	86,188,625.11
First Hawaiian Bank	$	5,049,652.46	$	13,900,852.54	$	6,463,560.71	$	25,414,065.71
JPMorgan Chase Bank, N.A.	$	122,104,554.11	$	84,917,939.02	$	88,840,779.24	$	295,863,272.37
Mizuho Corporate Bank, Ltd.	$	49,181,511.01	$	81,688,960.58	$	39,424,727.94	$	170,295,199.53
PNC Bank, N.A.	$	0.00	$	0.00	$	114,458,887.55	$	114,458,887.55
Sumitomo Mitsui Banking Corporation	$	0.00	$	26,257,165.90	$	15,261,185.01	$	41,518,350.91
SunTrust Bank	$	48,775,052.24	$	91,502,244.83	$	31,216,060.23	$	171,493,357.30
The Bank of Tokyo-Mitsubishi UFJ Ltd., New York Branch	$	46,200,813.37	$	75,854,034.85	$	47,055,320.43	$	169,110,168.65
The Northern Trust Company	$	35,768,371.64	$	32,821,457.38	$	17,168,833.13	$	85,758,662.15
US Bank, National Association	$	51,097,673.77	$	93,775,592.51	$	27,252,116.09	$	172,125,382.37

Totals	$	550,087,384.82	$	772,044,804.58	$	597,275,182.71	$	1,919,407,372.11

Post-Reduction Commitments: After giving effect to the assignments
contemplated hereby and the subsequent reductions described in Section
2.22(b)(c) of each Credit Agreement, each person listed as an Extending Lender
in the table below will have the following Commitments:


	2002 Credit		2004 Credit		2005 Credit
	Agreement		Agreement		Agreement		Principal Amount
Extending Lender	Commitment		Commitment		Commitment		Commitment
Barclays Bank PLC	$	34,862,385.32	$	53,440,366.98	$	36,697,247.70	$	125,000,000.00
Capital One, N.A.	$	0.00	$	0.00	$	25,000,000.00	$	25,000,000.00
Citibank, N.A.	$	48,486,238.53	$	75,779,816.51	$	50,733,944.96	$	175,000,000.00
Comerica Bank	$	8,333,333.33	$	0.00	$	16,666,666.67	$	25,000,000.00
Fifth Third Bank	$	15,625,000.00	$	25,781,250.00	$	8,593,750.00	$	50,000,000.00
First Hawaiian Bank	$	2,823,529.41	$	7,941,176.47	$	4,235,294.12	$	15,000,000.00
JPMorgan Chase Bank, N.A.	$	68,275,154.00	$	48,511,293.64	$	58,213,552.36	$	175,000,000.00
Mizuho Corporate Bank, Ltd.	$	27,500,000.00	$	46,666,666.66	$	25,833,333.34	$	100,000,000.00
PNC Bank, N.A.	$	0.00	$	0.00	$	75,000,000.00	$	75,000,000.00
Sumitomo Mitsui Banking Corporation	$	0.00	$	15,000,000.00	$	10,000,000.00	$	25,000,000.00
SunTrust Bank	$	27,272,727.27	$	52,272,727.28	$	20,454,545.45	$	100,000,000.00
The Bank of Tokyo-Mitsubishi UFJ Ltd., New York Branch	$	25,833,333.33	$	43,333,333.34	$	30,833,333.33	$	100,000,000.00
The Northern Trust Company	$	20,000,000.00	$	18,750,000.00	$	11,250,000.00	$	50,000,000.00
US Bank, National Association	$	28,571,428.57	$	53,571,428.57	$	17,857,142.86	$	100,000,000.00

Totals	$	307,583,129.76	$	441,048,059.45	$	391,368,810.79	$	1,140,000,000.00