{"id":40915,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/competitive-advance-and-revolving-credit-agreement-gannett-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"competitive-advance-and-revolving-credit-agreement-gannett-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/competitive-advance-and-revolving-credit-agreement-gannett-co.html","title":{"rendered":"Competitive Advance and Revolving Credit Agreement &#8211; Gannett Co., Bank of America N.A. and Chase Manhattan Bank"},"content":{"rendered":"<pre>\n               $3,000,000,000\n\nCOMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT\n\n                   among\n\n             GANNETT CO., INC.,\n\n            The Several Lenders\n     from Time to Time Parties Hereto,\n\n          BANK OF AMERICA, N.A.,\n          as Administrative Agent,\n\n                    and\n\n         THE CHASE MANHATTAN BANK,\n            as Syndication Agent\n\n\n         Dated as of July 28, 2000\n\n\n                ------------\n\n\n\n       BANC OF AMERICA SECURITIES LLC\n                    and\n           CHASE SECURITIES INC.,\nas Joint Lead Arrangers and Joint Book Managers\n\n\n\n\n             TABLE OF CONTENTS\n\n                                                              Page\n\nSECTION 1  DEFINITIONS                                          1\n\nSECTION 2  AMOUNT AND TERMS OF THE FACILITIES                   6\n     Section 2.1    Revolving Credit Commitments                6\n     Section 2.2    Procedure for Revolving Credit Borrowing    6\n     Section 2.3    Competitive Borrowings .                    7\n     Section 2.4    Termination or Reduction of Commitments     9\n     Section 2.5    Prepayments. . . . . .                     10\n     Section 2.6    Conversion and Continuation Options        10\n     Section 2.7    Minimum Amounts of Eurodollar Borrowings   10\n     Section 2.8    Repayment of Loans; Evidence of Debt       10\n     Section 2.9    Interest Rates and Payment Dates           11\n     Section 2.10   Facility Fee . . . . .                     12\n     Section 2.11   Computation of Interest and Fees           13\n     Section 2.12   Inability to Determine Interest Rate       13\n     Section 2.13   Pro Rata Treatment and Payments            13\n     Section 2.14   Illegality . . . . . .                     14\n     Section 2.15   Increased Costs. . . .                     14\n     Section 2.16   Taxes. . . . . . . . .                     15\n     Section 2.17   Indemnity. . . . . . .                     17\n     Section 2.18   Notice of Amounts Payable; Relocation of\n                    Lending Office; Mandatory Assignment       17\n\nSECTION 3  REPRESENTATIONS AND WARRANTIES.                     18\n     Section 3.1    Organization; Powers .                     18\n     Section 3.2    Financial Condition; No Material Adverse\n                    Effect . . . . . . . . . . . . .           18\n     Section 3.3    Properties . . . . . .                     18\n     Section 3.4    Litigation . . . . . .                     19\n     Section 3.5    No Conflicts . . . . .                     19\n     Section 3.6    Taxes. . . . . . . . .                     19\n     Section 3.7    Authorization; Enforceability              19\n     Section 3.8    Environmental Matters.                     19\n\nSECTION 4  CONDITIONS. . . . . . . . . . .                     19\n\nSECTION 5  AFFIRMATIVE COVENANTS . . . . .                     20\n     Section 5.1    Financial Statements and Other Information 20\n     Section 5.2    Payment of Obligations                     21\n     Section 5.3    Books and Records; Inspection Rights       21\n     Section 5.4    Notices of Material Events                 21\n     Section 5.5    Existence; Conduct of Business             21\n     Section 5.6    Maintenance of Properties; Insurance       21\n     Section 5.7    Compliance with Laws .                     21\n\nSECTION 6  NEGATIVE COVENANTS. . . . . . .                     22\n     Section 6.1    Liens. . . . . . . . .                     22\n     Section 6.2    Fundamental Changes. .                     22\n     Section 6.3    Shareholders' Equity .                     23\n\nSECTION 7  EVENTS OF DEFAULT . . . . . . .                     23\n\nSECTION 8  THE ADMINISTRATIVE AGENT. . . .                     24\n     Section 8.1    Appointment. . . . . .                     24\n     Section 8.2    Delegation of Duties .                     25\n     Section 8.3    Exculpatory Provisions                     25\n     Section 8.4    Reliance by Administrative Agent           25\n     Section 8.5    Notice of Default. . .                     25\n     Section 8.6    Non-Reliance on Administrative Agent and\n                    Other Lenders. . . . . . . . . .           26\n     Section 8.7    Indemnification. . . .                     26\n     Section 8.8    Agent in Its Individual Capacity           27\n     Section 8.9    Successor Administrative Agent             27\n\nSECTION 9  MISCELLANEOUS . . . . . . . . .                     27\n     Section 9.1    Amendments and Waivers                     27\n     Section 9.2    Notices. . . . . . . .                     28\n     Section 9.3    No Waiver; Cumulative Remedies             29\n     Section 9.4    Survival of Representations and Warranties 29\n     Section 9.5    Payment of Expenses and Taxes              29\n     Section 9.6    Successors and Assigns; Participations and\n                    Assignments. . . . . . . . . . .           30\n     Section 9.7    Adjustments; Set-off .                     32\n     Section 9.8    Counterparts . . . . .                     33\n     Section 9.9    Severability . . . . .                     33\n     Section 9.10   Integration. . . . . .                     33\n     Section 9.11   GOVERNING LAW. . . . .                     33\n     Section 9.12   Submission To Jurisdiction; Waivers        33\n     Section 9.13   Acknowledgements . . .                     34\n     Section 9.14   Confidentiality. . . .                     34\n\n\n\n\nSCHEDULES\n\n1.1  Commitments\n\n\nEXHIBITS\n\nA    Form of Addendum\nB    Form of Assignment and Acceptance\nC-1  Form of Competitive Bid Request\nC-2  Form of Invitation for Competitive Bids\nC-3  Form of Competitive Bid\nC-4  Form of Competitive Bid Accept\/Reject Letter\nD-1  Form of New Lender Supplement\nD-2  Form of Incremental Facility Activation Notice\nE    Form of Exemption Certificate\nF    Form of Opinion of Nixon Peabody LLP\nG    Form of Compliance Certificate\n\n\n\n          COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY,\ndated as of July 28, 2000, among GANNETT CO., INC., a Delaware\ncorporation (\"Gannett\"), the several banks and other financial\ninstitutions from time to time parties to this Agreement (the\n\"Lenders\"), BANK OF AMERICA, N.A., as administrative agent for\nthe Lenders hereunder (in such capacity, the \"Administrative\nAgent\"), and THE CHASE MANHATTAN BANK, as syndication agent (the\n\"Syndication Agent\").\n\n     The parties agree as follows:\n\n                  ARTICLE I\n\n                 Definitions\n\n          Section 1.1    Defined Terms.  The following words\nand terms shall have the following meanings in this Agreement:\n\n          \"ABR\":  for any day, a rate per annum (rounded\nupwards, if necessary, to the next 1\/16 of 1%) equal to the\ngreater of (a) the Prime Rate in effect on such day and (b) the\nFederal Funds Effective Rate in effect on such day plus 1\/2 of 1%.\nIf for any reason the Administrative Agent shall have determined\n(which determination shall be conclusive absent manifest error)\nthat it is unable to ascertain the Federal Funds Effective Rate\nfor any reason, the ABR shall be determined without regard to\nclause (b) of the first sentence of this definition until the\ncircumstances giving rise to such inability no longer exist.  Any\nchange in the ABR due to a change in the Prime Rate or the\nFederal Funds Effective Rate shall be effective as of the opening\nof business on the effective day of such change in the Prime Rate\nor the Federal Funds Effective Rate, respectively.\n\n          \"ABR Loans\":  Loans the rate of interest\napplicable to which is based upon the ABR.\n\n          \"Addendum\":  an instrument, substantially in the\nform of Exhibit A, by which a Lender becomes a party to this\nAgreement as of the Effective Date.\n\n          \"Aggregate Commitment Percentage\":  as to any\nLender at any time, the percentage which such Lender's Commitment\nthen constitutes of the aggregate Commitments (or, at any time\nafter the Commitments shall have expired or terminated, the\npercentage which the aggregate principal amount of such Lender's\nLoans then outstanding constitutes of the aggregate principal\namount of the Loans then outstanding).\n\n          \"Agreement\":  this Competitive Advance and\nRevolving Credit Agreement, as amended, supplemented or otherwise\nmodified from time to time.\n\n          \"Applicable Margin\":  the appropriate rate per\nannum set forth in the table below opposite the applicable\nFacility:\n\n\nFacility             Credit Status I            Credit Status 2\n\n364-Day Facility     15 Basis Points            19 Basis Points\n\nFive-Year Facility   13 Basis Points            17 Basis Points\n\n\n          \"Assignee\":  as defined in Section 9.6(c).\n\n          \"Assignment and Acceptance\":  an Assignment and\nAcceptance, substantially in the form of Exhibit B.\n\n          \"Basis Point\":  1\/100th of one percent.\n\n          \"Board\":  the Board of Governors of the Federal\nReserve System, or any successor thereto.\n\n          \"Borrowing\":  a group of Loans of a single Type\nmade by the Lenders (or, in the case of a Competitive Borrowing,\nby the Lender or Lenders whose Competitive Bids have been\naccepted pursuant to Section 2.3) on a single date and as to\nwhich a single Interest Period is in effect.\n\n          \"Borrowing Date\":  any Business Day specified by\nGannett as a date on which Gannett requests the relevant Lenders\nto make Loans hereunder.\n\n          \"Business Day\":  each Monday, Tuesday, Wednesday,\nThursday and Friday which is not a legal holiday for banks in\nDallas, Texas or the State of New York; provided, that with\nrespect to notices and determinations in connection with, and\npayments of principal and interest on, Eurodollar Loans, such day\nis also a day for trading by and between banks in Dollar deposits\nin the interbank eurodollar market.\n\n          \"Code\":  the Internal Revenue Code of 1986, as\namended from time to time.\n\n          \"Commitment\":  as to any Lender, the sum of its\n364-Day Commitment, Five-Year Commitment and commitment under the\nIncremental Facility, if any.\n\n          \"Commitment Utilization Percentage\":  on any day,\nthe percentage equivalent of a fraction (a) the numerator of\nwhich is the sum of the aggregate outstanding principal amount of\nall Loans and (b) the denominator of which is the Total\nCommitment (or, on any day after termination of the Commitments,\nthe Total Commitment in effect immediately preceding such\ntermination).\n\n          \"Competitive Bid\":  an offer by a Lender to make a\nCompetitive Loan pursuant to Section 2.3.\n\n          \"Competitive Bid Accept\/Reject Letter\":  a\nnotification made by Gannett pursuant to Section 2.3(f) in the\nform of Exhibit C-4.\n\n          \"Competitive Bid Rate\" as to any Competitive Bid\nmade by a Lender pursuant to Section 2.3, (i) in the case of a\nEurodollar Competitive Loan, the Eurodollar Rate plus (or minus)\nthe Margin, and (ii) in the case of a Fixed Rate Loan, the fixed\nrate of interest offered by the Lender making such Competitive\nBid.\n\n          \"Competitive Bid Request\":  a request made\npursuant to Section 2.3(b) in the form of Exhibit C-1.\n\n          \"Competitive Borrowing\":  a Borrowing consisting\nof a Competitive Loan or concurrent Competitive Loans from the\nLender or Lenders whose Competitive Bids for such Borrowing have\nbeen accepted by Gannett under the bidding procedure described in\nSection 2.3.\n\n          \"Competitive Loan\":  a Loan (which shall be a\nEurodollar Competitive Loan or a Fixed Rate Loan) made by a\nLender pursuant to the bidding procedure described in Section\n2.3.\n\n          \"Conduit Lender\":  any special purpose corporation\norganized and administered by any Lender for the purpose of\nmaking Loans hereunder otherwise required to be made by such\nLender and designated by such Lender in a written instrument,\nsubject to the consent of the Administrative Agent and Gannett;\nprovided, that the designation by any Lender of a Conduit Lender\nshall not relieve the designating Lender of any of its\nobligations to fund a Loan under this Agreement if, for any\nreason, its Conduit Lender fails to fund any such Loan, and the\ndesignating Lender (and not the Conduit Lender) shall have the\nsole right and responsibility to deliver all consents and waivers\nrequired or requested under this Agreement with respect to its\nConduit Lender, and provided, further, that no Conduit Lender\nshall (a) be entitled to receive any greater amount pursuant to\nSection 2.14, 2.15, 2.16 or 9.5 than the designating Lender would\nhave been entitled to receive in respect of the extensions of\ncredit made by such Conduit Lender or (b) be deemed to have any\nCommitment hereunder.\n\n          \"Contractual Obligation\":  as to any Person, any\nprovision of any security issued by such Person or of any\nagreement, instrument or other undertaking to which such Person\nis a party or by which it or any of its property is bound.\n\n          \"Credit Status\":  either of Credit Status 1 or\nCredit Status 2.\n\n          \"Credit Status 1\" shall exist upon the occurrence\nof the higher of a rating by S&amp;P of Gannett's senior unsecured\nlong-term debt of at least A or a rating by Moody's of Gannett's\nsenior unsecured long-term debt of at least A2.  In determining\nwhether Credit Status 1 or Credit Status 2 shall apply in any\ncircumstance, if the applicable ratings by S&amp;P and Moody's\ndiffer, the higher of the two ratings will be determinative,\nunless the applicable ratings by S&amp;P and Moody's are more than\none level apart, in which case the Credit Status one level below\nthe higher rating will be determinative.  In the event that\nGannett's senior unsecured long-term debt is rated by only one of\nS&amp;P and Moody's, then that single rating shall be determinative.\n\n          \"Credit Status 2\" shall exist upon the occurrence\nof the higher of a rating by S&amp;P of Gannett's senior unsecured\nlong-term debt of A- or lower or a rating by Moody's of Gannett's\nsenior unsecured long-term debt of A3 or lower.  In determining\nwhether Credit Status 1 or Credit Status 2 shall apply in any\ncircumstance, if the applicable ratings by S&amp;P and Moody's\ndiffer, the higher of the two ratings will be determinative,\nunless the applicable ratings by S&amp;P and Moody's are more than\none level apart, in which case the Credit Status one level below\nthe higher rating will be determinative.  In the event that\nGannett's senior unsecured long-term debt is rated by only one of\nS&amp;P and Moody's, then that single rating shall be determinative.\n\n          \"Default\":  any of the events specified in\nSection 7.1, whether or not any requirement for the giving of\nnotice, the lapse of time, or both, or any other condition, has\nbeen satisfied.\n\n          \"Dollars\" and \"$\":  dollars in lawful currency of\nthe United States of America.\n\n          \"Effective Date\":  the date of this Agreement.\n\n          \"Environmental Laws\":  any and all federal, state,\nlocal and foreign statutes, laws, regulations, ordinances, rules,\njudgments, orders, decrees, permits, concessions, grants,\nfranchises, licenses, agreements or other governmental\nrestrictions relating to the environment or to emissions,\ndischarges or releases of pollutants, contaminants, petroleum or\npetroleum products, chemicals or industrial, toxic or hazardous\nsubstances or wastes into the environment including, without\nlimitation, ambient air, surface water, ground water, or land, or\notherwise relating to the manufacture, processing, distribution,\nuse, treatment, storage, disposal, transport or handling of\npollutants, contaminants, petroleum or petroleum products,\nchemicals or industrial, toxic or hazardous substances or wastes\nor the clean-up or other remediation thereof.\n\n          \"Eurocurrency Reserve Requirements\":  for any day\nas applied to a Eurodollar Loan, the aggregate (without\nduplication) of the maximum rates (expressed as a decimal\nfraction) of reserve requirements in effect on such day\n(including, without limitation, basic, supplemental, marginal and\nemergency reserves under any regulations of the Board or other\nGovernmental Authority having jurisdiction with respect thereto)\ndealing with reserve requirements prescribed for eurocurrency\nfunding (currently referred to as \"Eurocurrency liabilities\" in\nRegulation D of the Board) maintained by a member bank of such\nSystem.\n\n          \"Eurodollar Base Rate\":  with respect to each day\nduring each Interest Period pertaining to a Eurodollar Loan, the\nrate per annum determined on the basis of the rate for deposits\nin Dollars for a period equal to such Interest Period commencing\non the first day of such Interest Period appearing on Page 3750\nof the Telerate screen as of 11:00 A.M., London time, two\nBusiness Days prior to the beginning of such Interest Period.  In\nthe event that such rate does not appear on Page 3750 of the Dow\nJones Markets screen (or otherwise on such screen), the\n\"Eurodollar Base Rate\" shall be determined by reference to such\nother comparable publicly available service for displaying\neurodollar rates as may be selected by the Administrative Agent\nor, in the absence of such availability, by reference to the rate\nat which the Administrative Agent is offered Dollar deposits at\nor about 11:00 A.M., Dallas, Texas time, two Business Days prior\nto the beginning of such Interest Period in the interbank\neurodollar market where its eurodollar and foreign currency and\nexchange operations are then being conducted for delivery on the\nfirst day of such Interest Period for the number of days\ncomprised therein.\n\n          \"Eurodollar Borrowing\":  a Borrowing comprised of\nEurodollar Loans.\n\n          \"Eurodollar Competitive Loan\":  any Competitive\nLoan bearing interest at a rate determined by reference to the\nEurodollar Rate.\n\n          \"Eurodollar Loan\":  any Eurodollar Competitive\nLoan or Eurodollar Revolving Credit Loan.\n\n          \"Eurodollar Rate\":  with respect to each day during\neach Interest Period pertaining to a Eurodollar Loan, a rate per\nannum determined for such day in accordance with the following\nformula (rounded upward to the nearest 1\/100th of 1%):\n\n                             Eurodollar Base Rate\n                   1.00 - Eurocurrency Reserve Requirements\n\n          \"Eurodollar Revolving Credit Loan\":  any Revolving\nCredit Loan bearing interest at a rate determined by reference to\nthe Eurodollar Rate.\n\n          \"Event of Default\":  any of the Events of Default\nspecified in Section 7.1 of this Agreement.\n\n          \"Excess Utilization Day\" shall mean each day on\nwhich the Commitment Utilization Percentage exceeds 50%.\n\n          \"Facility\":  each of the 364-Day Facility, the\nFive-Year Facility and the Incremental Facility.\n\n          \"Federal Funds Effective Rate\":  for any day, the\nweighted average of the rates on overnight federal funds\ntransactions with members of the Federal Reserve System arranged\nby federal funds brokers, as published on the next succeeding\nBusiness Day by the Federal Reserve Bank of New York, or, if such\nrate is not so published for any day which is a Business Day, the\naverage of the quotations for such day of such rates on such\ntransactions received by the Administrative Agent from three\nfederal funds brokers of recognized standing selected by it.\n\n          \"Five-Year Available Commitment\":  as to any Five-\nYear Lender at any time, the excess, if any, of such Five-Year\nLender's Five-Year Commitment over such Five-Year Lender's Five-\nYear Loans.\n\n          \"Five-Year Commitment\":  as to any Lender, the\nobligation of such Lender, if any, to make Five-Year Loans in an\naggregate principal and\/or face amount not to exceed the amount\nset forth under the heading \"Five-Year Commitment\" opposite such\nLender's name on Schedule 1.1 or in the Assignment and Acceptance\nor New Lender Supplement pursuant to which such Lender became a\nparty hereto, as the same may be changed from time to time\npursuant to the terms hereof.\n\n          \"Five-Year Commitment Percentage\":  as to any\nFive-Year Lender at any time, the percentage which such Five-Year\nLender's Five-Year Commitment then constitutes of the aggregate\nFive-Year Commitments (or, at any time after the Five-Year\nCommitments shall have expired or terminated, the percentage\nwhich the aggregate principal amount of such Five-Year Lender's\nFive-Year Loans then outstanding constitutes of the aggregate\nprincipal amount of the Five-Year Loans then outstanding).\n\n          \"Five-Year Commitment Period\":  the period from and\nincluding the Effective Date to the Five-Year Termination Date.\n\n          \"Five-Year Competitive Loans\":  Competitive Loans\nmade under the Five-Year Facility.\n\n          \"Five-Year Facility\": the Five-Year Commitments and\nthe Loans made thereunder.\n\n          \"Five-Year Lender\":  each Lender that has a Five-\nYear Commitment or that holds Five-Year Loans.\n\n          \"Five-Year Loans\":  as defined in Section 2.1(b).\n\n          \"Five-Year Termination Date\":  the fifth\nanniversary of the Effective Date.\n\n          \"Fixed Rate Borrowing\":  a Borrowing comprised of\nFixed Rate Loans.\n\n          \"Fixed Rate Loan\":  any Competitive Loan bearing\ninterest at a fixed percentage rate per annum specified by the\nLender making such Loan in its Competitive Bid.\n\n          \"GAAP\": generally accepted accounting principles\nin the United States as in effect from time to time and\nconsistent with those used in the preparation of the most recent\naudited financial statements referred to in Section 3.2.  In the\nevent that any \"Accounting Change\" (as defined below) shall occur\nand such change results in a material change in the method of\ncalculation of financial covenants, standards or terms in this\nAgreement, then Gannett and the Administrative Agent agree to\nenter into negotiations in order to amend such provisions of this\nAgreement so as to equitably reflect such Accounting Changes with\nthe desired result that the criteria for evaluating Gannett's\nfinancial condition shall be the same after such Accounting\nChanges as if such Accounting Changes had not been made.  Until\nsuch time as such an amendment shall have been executed and\ndelivered by Gannett, the Administrative Agent and the Required\nLenders, all financial covenants, standards and terms in this\nAgreement shall continue to be calculated or construed as if such\nAccounting Changes had not occurred.  \"Accounting Changes\" refers\nto changes in accounting principles required by the promulgation\nof any rule, regulation, pronouncement or opinion by the\nFinancial Accounting Standards Board of the American Institute of\nCertified Public Accountants or, if applicable, the Securities\nand Exchange Commission.\n\n          \"Governmental Authority\": any nation or\ngovernment, any state or other political subdivision thereof and\nany agency, authority, instrumentality, regulatory body, court,\ncentral bank or other entity exercising executive, legislative,\njudicial, taxing, regulatory or administrative functions of or\npertaining to government.\n\n          \"Incremental Facility Activation Notice\":  a notice\nsubstantially in the form of Exhibit D-2.\n\n          \"Incremental Facility\":  as defined in Section\n2.1(d).\n\n          \"Incremental Facility Closing Date\":  any Business\nDay designated as such in an Incremental Facility Activation\nNotice.\n\n          \"Incremental Facility Commitment\":    as to any\nLender, the obligation of such Lender, if any, to make\nIncremental Loans in an aggregate principal amount not to exceed\nthe amount set forth in the applicable Incremental Facility\nActivation Notice or in the Assignment and Acceptance or New\nLender Supplement pursuant to which such Lender became a party\nhereto, as the same may be changed from time to time pursuant to\nthe terms hereof.\n\n          \"Incremental Facility Lenders\":  (a) on any\nIncremental Facility Closing Date relating to Incremental Loans,\nthe Lenders signatory to the relevant Incremental Facility\nActivation Notice and (b) thereafter, each Lender that is a\nholder of an Incremental Loan.\n\n          \"Incremental Facility Maturity Date\":  with respect\nto the Incremental Loans, the maturity date specified in such\nIncremental Facility Activation Notice, which date shall be\neither (a) the date that is 364 days after the Incremental\nFacility Closing Date or (b) a date at least six months after the\nfinal maturity of the Five-Year Loans.\n\n          \"Incremental Loans\":  as defined in Section 2.1(d).\n\n          \"Interest Payment Date\":  (a) as to any ABR Loan,\nthe last day of each March, June, September and December to occur\nwhile such Loan is outstanding and on the date such Loan is paid\nin full, (b) as to any Eurodollar Loan or Fixed Rate Loan, the\nlast day of the Interest Period applicable thereto and (c) as to\nany Eurodollar Loan or Fixed Rate Loan having an Interest Period\nlonger than three months or 90 days, as the case may be, each day\nwhich is three months or 90 days, respectively, after the first\nday of the Interest Period applicable thereto; provided that, in\naddition to the foregoing, each of (x) the date upon which both\nthe Commitments have been terminated and the Loans have been paid\nin full and (y) the Termination Date shall be deemed to be an\n\"Interest Payment Date\" with respect to any interest which is\nthen accrued hereunder.\n\n          \"Interest Period\":  (a)  with respect to any Eurodollar Loan:\n\n     (i)  initially, the period commencing on the borrowing\n          or conversion date, as the case may be, with\n          respect to such Eurodollar Loan and ending one,\n          two, three or six (or if available to all the\n          Lenders (or, in the case of Eurodollar Competitive\n          Loans, the Lender making such Loans) nine) months\n          thereafter, as selected by Gannett in its notice\n          of borrowing or notice of conversion, as the case\n          may be, given with respect thereto; and\n\n     (ii) thereafter, each period commencing on the last day\n          of the next preceding Interest Period applicable\n          to such Eurodollar Loan and ending one, two, three\n          or six (or if available to all the Lenders (or, in\n          the case of Eurodollar Competitive Loans, the\n          Lender making such Loans) nine) months thereafter,\n          as selected by Gannett by irrevocable notice to\n          the Administrative Agent not less than three\n          Business Days prior to the last day of the then\n          current Interest Period with respect thereto; and\n\n     (b)  with respect to any Fixed Rate Loan, the period\n          commencing on the Borrowing Date with respect to\n          such Fixed Rate Loan and ending such number of\n          days thereafter (which shall be not less than\n          seven days or more than 360 days after the date of\n          such borrowing) as selected by Gannett in its\n          Competitive Bid Request given with respect\n          thereto.\n\nprovided that all of the foregoing provisions relating to\nInterest Periods are subject to the following:\n\n     (A)  if any Interest Period would otherwise end on a\n          day that is not a Business Day, such Interest\n          Period shall be extended to the next succeeding\n          Business Day unless, in the case of an Interest\n          Period pertaining to a Eurodollar Loan, the result\n          of such extension would be to carry such Interest\n          Period into another calendar month in which event\n          such Interest Period shall end on the immediately\n          preceding Business Day; and\n\n     (B)  any Interest Period that begins on the last\n          Business Day of a calendar month (or on a day for\n          which there is no numerically corresponding day in\n          the calendar month at the end of such Interest\n          Period) shall end on the last Business Day of a\n          calendar month.\n\n          \"Invitation for Competitive Bids\":  an invitation\nmade by Gannett pursuant to Section 2.3(c) in the form of Exhibit\nC-2.\n\n          \"Lender Affiliate\":  (a) any affiliate of any\nLender, (b) any Person that is administered or managed by any\nLender and that is engaged in making, purchasing, holding or\notherwise investing in commercial loans and similar extensions of\ncredit in the ordinary course of its business and (c) with\nrespect to any Lender which is a fund that invests in commercial\nloans and similar extensions of credit, any other fund that\ninvests in commercial loans and similar extensions of credit and\nis managed or advised by the same investment advisor as such\nLender or by an affiliate of such Lender or investment advisor.\n\n          \"Lenders\":  as defined in the preamble hereto;\nprovided, that unless the context otherwise requires, each\nreference herein to the Lenders shall be deemed to include any\nConduit Lender.\n\n          \"Lien\": any mortgage, pledge, hypothecation,\nassignment, deposit arrangement, encumbrance, lien (statutory or\nother), charge or other security interest or any preference,\npriority or other security agreement or preferential arrangement\nof any kind or nature whatsoever (including any conditional sale\nor other title retention agreement and any capital lease having\nsubstantially the same economic effect as any of the foregoing).\n\n          \"Loan\":  any loan made by any Lender pursuant to\nthis Agreement.\n\n          \"Margin\":  as to any Eurodollar Competitive Loan,\nthe margin to be added to or subtracted from the Eurodollar Rate\nin order to determine the interest rate applicable to such Loan,\nas specified in the Competitive Bid relating to such Loan.\n\n          \"Material\":  when used to describe an adverse\neffect or an event on Gannett or its Subsidiaries, shall mean a\ncondition, event or act which, with the giving of notice or lapse\nof time or both, will constitute an Event of Default.\n\n          \"Material Adverse Effect\":  a Material adverse\neffect on (a) the business, assets, operations or condition,\nfinancial or otherwise, of Gannett and its Subsidiaries taken as\na whole or (b) the validity or enforceability of this Agreement\nor the material rights or remedies of the Administrative Agent\nand the Lenders hereunder.\n\n          \"Moody's\":  Moody's Investors Service, Inc. and\n     its successors.\n\n          \"Net Property, Plant and Equipment\":  the amount\nunder that heading on the consolidated balance sheet of Gannett\nand its Subsidiaries prepared in accordance with GAAP.\n\n          \"Other Taxes\":  any and all present or future stamp\nor documentary taxes or any other excise or property taxes,\ncharges or similar levies arising from any payment made hereunder\nor from the execution, delivery or enforcement of, or otherwise\nwith respect to, this Agreement.\n\n          \"Participant\":  as defined in Section 9.6(b).\n\n          \"Person\":  an individual, partnership,\ncorporation, business trust, joint stock company, trust,\nunincorporated association, joint venture, Governmental Authority\nor other entity of whatever nature.\n\n          \"Prime Rate\":  the rate of interest per annum\npublicly announced from time to time by Bank of America, N.A. as\nits prime rate in effect at its principal office in Dallas, Texas\n(the Prime Rate not being intended to be the lowest rate of\ninterest charged by Bank of America, N.A. in connection with\nextensions of credit to debtors).\n\n          \"Register\":  as defined in Section 9.6(d).\n\n          \"Required Lenders\":  at any time, the holders of\nmore than 50% of the Total Commitments then in effect or, if the\nCommitments have been terminated, the Total Extensions of Credit\nthen outstanding.\n\n          \"Requirement of Law\":  as to any Person, any law,\ntreaty, rule or regulation or determination of an arbitrator or a\ncourt or other Governmental Authority, in each case applicable to\nor binding upon such Person or any of its property or to which\nsuch Person or any of its property is subject.\n\n          \"Revolving Credit Loans\":  as defined in Section\n2.1(b), and, in any event include, any 364-Day Loans that remain\noutstanding after the 364-Day Termination Date pursuant to\nSection 2.8.\n\n          \"S&amp;P\":  Standard &amp; Poor's Corporation and its\nsuccessors.\n\n          \"Subsidiary\":  any corporation the majority of the\nshares of voting stock of which at any time outstanding is owned\ndirectly or indirectly by Gannett or by one or more of its other\nsubsidiaries or by Gannett in conjunction with one or more of its\nother subsidiaries.\n\n          \"364-Day Available Commitment\":  as to any 364-Day\nLender at any time, the excess, if any, of such 364-Day Lender's\n364-Day Commitment over such 364-Day Lender's 364-Day Loans.\n\n          \"364-Day Commitment\":  as to any Lender, the\nobligation of such Lender, if any, to make 364-Day Loans in an\naggregate principal and\/or face amount not to exceed the amount\nset forth under the heading \"364-Day Commitment\" opposite such\nLender's name on Schedule 1.1 or in the Assignment and Acceptance\nor New Lender Supplement pursuant to which such Lender became a\nparty hereto, as the same may be changed from time to time\npursuant to the terms hereof.\n\n          \"364-Day Commitment Percentage\":  as to any 364-\nDay Lender at any time, the percentage which such 364-Day\nLender's 364-Day Commitment then constitutes of the aggregate\n364-Day Commitments (or, at any time after the 364-Day\nCommitments shall have expired or terminated, the percentage\nwhich the aggregate principal amount of such 364-Day Lender's\n364-Day Loans then outstanding constitutes of the aggregate\nprincipal amount of the 364-Day Loans then outstanding).\n\n          \"364-Day Commitment Period\":  the period from and\nincluding the Effective Date to the 364-Day Termination Date.\n\n          \"364-Day Competitive Loans\":  Competitive Loans\nmade under the 364-Day Facility.\n\n          \"364-Day Facility\":  the 364-Day Commitments and\nthe Loans made thereunder.\n\n          \"364-Day Lender\":  each Lender that has a 364-Day\nCommitment or that holds 364-Day Loans.\n\n          \"364-Day Loans\":  as defined in Section 2.1(a).\n\n          \"364-Day Termination Date\":  the date which is 364\ndays after the Effective Date.\n\n          \"Total Commitments\":  at any time, the aggregate\namount of the Commitments then in effect.\n\n          \"Total Extensions of Credit\":  at any time, the\naggregate amount of all Loans of the Lenders outstanding at such\ntime.\n\n          \"Total Shareholders' Equity\": the amount appearing\nunder that heading on the consolidated balance sheet of Gannett\nand its Subsidiaries, prepared in accordance with GAAP.\n\n          \"Transferee\":  any Assignee or Participant.\n\n          \"Type\":  as to any Revolving Credit Loan, its\nnature as an ABR Loan or a  Eurodollar Loan, and as to any\nCompetitive Loan, its nature as a Eurodollar Competitive Loan or\na Fixed Rate Loan.\n\n          Section 1.2    Other Definitional Provisions.\n\n          (a)  Unless otherwise specified therein, all\nterms defined in this Agreement shall have the defined meanings\nwhen used in any certificate or other document made or delivered\npursuant hereto.\n\n          (b)  As used herein, and any certificate or\nother document made or delivered pursuant hereto, accounting\nterms relating to Gannett and its Subsidiaries not defined in\nSection 1.1 and accounting terms partly defined in Section 1.1,\nto the extent not defined, shall have the respective meanings\ngiven to them under GAAP.\n\n          (c)  The words \"hereof\", \"herein\" and\n\"hereunder\" and words of similar import when used in this\nAgreement shall refer to this Agreement as a whole and not to any\nparticular provision of this Agreement, and Section, subsection,\nSchedule and Exhibit references are to this Agreement unless\notherwise specified.\n\n          (d)  The meanings given to terms defined herein\nshall be equally applicable to both the singular and plural forms\nof such terms.\n\n                 ARTICLE II\n\n      Amount and Terms of the Facilities\n\n          Section 2.1    Revolving Credit Commitments.  (a)\nSubject to the terms and conditions hereof, each 364-Day Lender\nseverally agrees to make revolving credit loans (\"364-Day Loans\")\nto Gannett from time to time during the 364-Day Commitment Period\nin an aggregate principal amount at any one time outstanding\nwhich does not exceed the amount of such Lender's 364-Day\nCommitment.  During the 364-Day Commitment Period, Gannett may\nuse the 364-Day Commitments by borrowing, prepaying the 364-Day\nLoans in whole or in part, and reborrowing, all in accordance\nwith the terms and conditions hereof.  Notwithstanding anything\nto the contrary contained in this Agreement, in no event (after\ngiving effect to the use of proceeds of any Borrowing) shall (i)\nthe amount of any Lender's 364-Day Commitment Percentage of a\nBorrowing of 364-Day Loans exceed such Lender's 364-Day Available\nCommitment at the time of such Borrowing or (ii) the aggregate\namount of 364-Day Credit Loans and 364-Day Competitive Loans at\nany one time outstanding exceed the aggregate 364-Day Commitments\nthen in effect of all Lenders.\n\n          (b)  Subject to the terms and conditions hereof,\neach Five-Year Lender severally agrees to make revolving credit\nloans (\"Five-Year Loans\", and, together with the 364-Day Loans,\n\"Revolving Credit Loans\") to Gannett from time to time during the\nFive-Year Commitment Period in an aggregate principal amount at\nany one time outstanding which does not exceed the amount of such\nLender's Five-Year Commitment.  During the Five-Year Commitment\nPeriod, Gannett may use the Five-Year Commitments by borrowing,\nprepaying the Five-Year Loans in whole or in part, and\nreborrowing, all in accordance with the terms and conditions\nhereof.  Notwithstanding anything to the contrary contained in\nthis Agreement, in no event (after giving effect to the use of\nproceeds of any Borrowing) shall (i) the amount of any Lender's\nFive-Year Commitment Percentage of a Borrowing of Five-Year Loans\nexceed such Lender's Five-Year Available Commitment at the time\nof such Borrowing or (ii) the aggregate amount of Five-Year Loans\nand Five-Year Competitive Loans at any one time outstanding\nexceed the aggregate Five-Year Commitments then in effect of all\nLenders.\n\n          (c)  The Revolving Credit Loans may from time to\ntime be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a\ncombination thereof, as determined by Gannett and notified to the\nAdministrative Agent in accordance with Sections 2.2 and 2.6;\nprovided that no 364-Day Loan shall be made as a Eurodollar Loan\nafter the day that is one month prior to the 364-Day Termination\nDate and no Five-Year Loan shall be made as a Eurodollar Loan\nafter the day that is one month prior to the Five-Year\nTermination Date.\n\n          (d)  Gannett (upon receipt of requisite\nauthorization from its Board of Directors) and any one or more\nLenders (including New Lenders) may from time to time agree that\nsuch Lenders shall (x) make available to Gannett an additional\ncredit facility (the \"Incremental Facility\" and any loans\nthereunder, the \"Incremental Loans\"), which credit facility shall\ntake the form of either a 364-day revolving credit facility\nand\/or a revolving credit facility which matures at least six\nmonths after the Five-Year Termination Date and\/or (y) increase\nthe amount of their 364-Day Commitment and\/or Five-Year\nCommitment, in any such case by executing and delivering to the\nAdministrative Agent an Incremental Facility Activation Notice\nspecifying (i) the aggregate principal amount of such increase\nand the Facility or Facilities involved, (ii) the applicable\nIncremental Facility Closing Date and (iii) in the case of the\nIncremental Facility, the Incremental Facility Maturity Date.\nNotwithstanding the foregoing, (i) the sum of aggregate principal\namount of the Incremental Facility Commitments, any increase in\nthe 364-Day Commitments and any increase in the Five-Year\nCommitments shall not exceed $1,000,000,000, (ii) no increase\npursuant to this paragraph may be obtained after the occurrence\nand during the continuation of a Default or Event of Default and\n(iii) any increase effected pursuant to this paragraph shall be\nin a minimum amount of at least $50,000,000.  Any Incremental\nFacility shall be governed by this Agreement.  No Lender shall\nhave any obligation to participate in any increase described in\nthis paragraph unless it agrees to do so in its sole discretion.\n\n          (e)  Any additional bank, financial institution or\nother entity which, with the consent of Gannett and the\nAdministrative Agent (which consent shall not be unreasonably\nwithheld), elects to become a \"Lender\" under this Agreement in\nconnection with any transaction described in Section 2.1(d) shall\nexecute a New Lender Supplement (each, a \"New Lender Supplement\"),\nsubstantially in the form of Exhibit D-1, whereupon such bank,\nfinancial institution or other entity (a \"New Lender\") shall\nbecome a Lender for all purposes and to the same extent as if\noriginally a party hereto and shall be bound by and entitled to\nthe benefits of this Agreement.\n\n          Section 2.2    Procedure for Revolving Credit\nBorrowing.   Gannett may borrow Revolving Credit Loans under the\nCommitments on any Business Day; provided that Gannett shall give\nthe Administrative Agent irrevocable notice (which notice must be\nreceived by the Administrative Agent prior to 12:00 Noon, Dallas,\nTexas time, (a) three Business Days prior to the requested\nBorrowing Date, if all or any part of the requested Revolving\nCredit Loans are to be Eurodollar Loans, or (b) one Business Day\nprior to the requested Borrowing Date, otherwise), specifying (i)\nthe Facility under which the Borrowing is to be made, (ii) the\namount to be borrowed, (iii) the requested Borrowing Date, (iv)\nwhether the Borrowing is to be of Eurodollar Loans, ABR Loans or\na combination thereof and (v) if the Borrowing is to be entirely\nor partly of Eurodollar Loans, the respective amounts of each\nsuch Type of Loan and the respective lengths of the initial\nInterest Periods therefor.  Any Loans made on the Effective Date\nshall be ABR Loans.  Each Borrowing under the Commitments shall\nbe in an amount equal to $10,000,000 or a multiple of $1,000,000\nin excess thereof.  Upon receipt of any such notice from Gannett,\nthe Administrative Agent shall promptly notify each relevant\nLender thereof.  Each relevant Lender will make the amount of its\npro rata share of each Borrowing available to the Administrative\nAgent for the account of Gannett at the office of the\nAdministrative Agent specified in Section 9.2 prior to 11:00\nA.M., Dallas, Texas time, on the Borrowing Date requested by\nGannett in funds immediately available to the Administrative\nAgent.  Such Borrowing will then immediately be made available to\nGannett by the Administrative Agent crediting the account of\nGannett on the books of such office with the aggregate of the\namounts made available to the Administrative Agent by the Lenders\nand in like funds as received by the Administrative Agent.\n\n          Section 2.3    Competitive Borrowings.\n\n          (a)  The Competitive Bid Option.  In addition to\nthe Revolving Credit Loans which may be made available pursuant\nto Section 2.1, Gannett may, as set forth in this Section 2.3,\nrequest the Lenders to make offers to make Competitive Loans to\nGannett.  The Lenders may, but shall have no obligation to, make\nsuch offers, and Gannett may, but shall have no obligation to,\naccept any such offers in the manner set forth in this Section\n2.3.\n\n          (b)  Competitive Bid Request.  When Gannett wishes\nto request offers to make Competitive Loans under this\nSection 2.3, it shall transmit to the Administrative Agent a\nCompetitive Bid Request to be received no later than 12:00 Noon\n(Dallas, Texas time) on (x) the fourth Business Day prior to the\nBorrowing Date proposed therein, in the case of a Borrowing of\nEurodollar Competitive Loans or (y) the Business Day immediately\npreceding the Borrowing Date proposed therein, in the case of a\nFixed Rate Borrowing, specifying:\n\n          (i)  the Facility under which the Borrowing is to\n     be made,\n\n          (ii)  the proposed Borrowing Date,\n\n          (iii)  the aggregate principal amount of such\n     Borrowing, which shall be $10,000,000 or a multiple of\n     $1,000,000 in excess thereof,\n\n          (iv)  the duration of the Interest Period\n     applicable thereto, subject to the provisions of the\n     definition of Interest Period contained in Section 1.1,\n     and\n\n          (v)  whether the Borrowing then being requested is\n     to be of Eurodollar Competitive Loans or Fixed Rate Loans.\n\nA Competitive Bid Request that does not conform substantially to\nthe format of Exhibit C-1 may be rejected by the Administrative\nAgent in its sole discretion, and the Administrative Agent shall\npromptly notify Gannett of such rejection.  Gannett may request\noffers to make Competitive Loans for more than one Interest\nPeriod in a single Competitive Bid Request.  No Competitive Bid\nRequest shall be given within three Business Days of any other\nCompetitive Bid Request pursuant to which Gannett has made a\nCompetitive Borrowing.\n\n          (c)  Invitation for Competitive Bids.  Promptly\nafter its receipt of a Competitive Bid Request (but, in any\nevent, no later than 3:00 P.M., Dallas, Texas time, on the date\nof such receipt) conforming to the requirements of paragraph (b)\nabove, the Administrative Agent shall send to each of the\nrelevant Lenders an Invitation for Competitive Bids which shall\nconstitute an invitation by Gannett to each such Lender to bid,\non the terms and conditions of this Agreement, to make\nCompetitive Loans pursuant to the Competitive Bid Request.\n\n          (d)  Submission and Contents of Competitive Bids.\n(i)  Each Lender to which an Invitation for Competitive Bids is\nsent may submit a Competitive Bid containing an offer or offers\nto make Competitive Loans in response to such Invitation for\nCompetitive Bids.  Each Competitive Bid must comply with the\nrequirements of this paragraph (d) and must be submitted to the\nAdministrative Agent at its offices specified in Section 9.2 not\nlater than (x) 9:30 A.M. (Dallas, Texas time) on the third\nBusiness Day prior to the proposed Borrowing Date, in the case of\na Borrowing of Eurodollar Competitive Loans or (y) 9:30 A.M.\n(Dallas, Texas time) on the date of the proposed Borrowing, in\nthe case of a Fixed Rate Borrowing; provided that any Competitive\nBids submitted by the Administrative Agent in the capacity of a\nLender may only be submitted if the Administrative Agent notifies\nGannett of the terms of the offer or offers contained therein not\nlater than fifteen minutes prior to the deadline for the other\nLenders.  A Competitive Bid submitted by a Lender pursuant to\nthis paragraph (d) shall be irrevocable.\n\n          (ii)  Each Competitive Bid shall be in\nsubstantially the form of Exhibit C-3 and shall specify:\n\n          (A)  the date of the proposed Borrowing and the\n     Facility under which it is to be made,\n\n          (B)  the principal amount of the Competitive Loan\n     for which each such offer is being made, which principal\n     amount (w) may be greater than, equal to or less than the\n     Commitment of the quoting Lender, (x) must be in a minimum\n     principal amount of $5,000,000 or a multiple of $1,000,000\n     in excess thereof, (y) may not exceed the principal amount\n     of Competitive Loans for which offers were requested and\n     (z) may be subject to a limitation as to the maximum\n     aggregate principal amount of Competitive Loans for which\n     offers being made by such quoting Lender may be accepted,\n\n          (C)  in the case of a Borrowing of Eurodollar\n     Competitive Loans, the Margin offered for each such\n     Competitive Loan, expressed as a percentage (specified in\n     increments of 1\/10,000th of 1%) to be added to or\n     subtracted from such base rate,\n\n          (D)  in the case of a Fixed Rate Borrowing, the\n     rate of interest per annum (specified in increments of\n     1\/10,000th of 1%) offered for each such Competitive Loan,\n     and\n\n          (E)  the identity of the quoting Lender.\n\nA Competitive Bid may set forth up to five separate offers by the\nquoting Lender with respect to each Interest Period specified in\nthe related Invitation for Competitive Bids.  Any Competitive Bid\nshall be disregarded by the Administrative Agent if the\nAdministrative Agent determines that it:  (A) is not\nsubstantially in the form of Exhibit C-3 or does not specify all\nof the information required by Section 2.3(d)(ii); (B) contains\nqualifying, conditional or similar language (except for a\nlimitation on the maximum principal amount which may be\naccepted); (C) proposes terms other than or in addition to those\nset forth in the applicable Invitation for Competitive Bids or\n(D) arrives after the time set forth in Section 2.3(d)(i).\n\n          (e)  Notice to Gannett.  The Administrative Agent\nshall promptly (and, in any event, by 10:00 A.M., Dallas, Texas\ntime) notify Gannett, by telecopy, of all the Competitive Bids\nmade (including all disregarded bids), the Competitive Bid Rate\nand the principal amount of each Competitive Loan in respect of\nwhich a Competitive Bid was made and the identity of the Lender\nthat made each bid.  The Administrative Agent shall send a copy\nof all Competitive Bids (including all disregarded bids) to\nGannett for its records as soon as practicable after completion\nof the bidding process set forth in this Section 2.3.\n\n          (f)  Acceptance and Notice by Gannett.  Gannett\nmay in its sole discretion, subject only to the provisions of\nthis paragraph (f), accept or reject any Competitive Bid (other\nthan any disregarded bid) referred to in paragraph (e) above.\nGannett shall notify the Administrative Agent by telephone,\nconfirmed immediately thereafter by telecopy in the form of a\nCompetitive Bid Accept\/Reject Letter, whether and to what extent\nit wishes to accept any or all of the bids referred to in\nparagraph (e) above not later than (x) 11:00 A.M. (Dallas, Texas\ntime) on the third Business Day prior to the proposed Borrowing\nDate, in the case of a Competitive Eurodollar Borrowing or (y)\n11:00 A.M. (Dallas, Texas time) on the proposed Borrowing Date,\nin the case of a Fixed Rate Borrowing; provided that:\n\n          (i)  the failure by Gannett to give such notice\n     shall be deemed to be a rejection of all the bids referred\n     to in paragraph (e) above,\n\n          (ii)  if made under the 364-Day Facility, the\n     aggregate principal amount of the Competitive Bids\n     accepted by Gannett may not exceed the lesser of (A) the\n     principal amount set forth in the related Competitive Bid\n     Request and (B) the excess, if any, of the aggregate 364-\n     Day Commitments of all 364-Day Lenders then in effect over\n     the aggregate principal amount of all 364-Day Loans\n     outstanding immediately prior to the making of such\n     Competitive Loans,\n\n          (iii)  if made under the Five-Year Facility, the\n     aggregate principal amount of the Competitive Bids\n     accepted by Gannett may not exceed the lesser of (A) the\n     principal amount set forth in the related Competitive Bid\n     Request and (B) the excess, if any, of the aggregate Five-\n     Year Commitments of all Five-Year Lenders then in effect\n     over the aggregate principal amount of all Five-Year Loans\n     outstanding immediately prior to the making of such\n     Competitive Loans,\n\n          (iv)  the principal amount of each Competitive\n     Borrowing must be $5,000,000 or a multiple of $1,000,000\n     in excess thereof, and\n\n          (v)  Gannett may not accept any Competitive\n     Bid that is disregarded by the Administrative Agent\n     pursuant to Section 2.3(d)(ii) or that otherwise fails to\n     comply with the requirements of this Agreement.\n\nA notice given by Gannett pursuant to this paragraph (f) shall be\nirrevocable.\n\n          (g)  Allocation by Administrative Agent.  If\noffers are made by two or more Lenders with the same Competitive\nBid Rates for a greater aggregate principal amount than the\namount in respect of which such offers are accepted for the\nrelated Interest Period, the principal amount of Competitive\nLoans in respect of which such offers are accepted shall be\nallocated by the Administrative Agent among such Lenders as\nnearly as possible (in integral multiples of $1,000,000, as the\nAdministrative Agent may deem appropriate) in proportion to the\naggregate principal amounts of such offers.\n\n          (h)  Notification of Acceptance.  The\nAdministrative Agent shall promptly (and, in any event, by 11:30\nA.M., Dallas, Texas time) notify each bidding Lender whether or\nnot its Competitive Bid has been accepted (and if so, in what\namount and at what Competitive Bid Rate), and each successful\nbidder will thereupon become bound, subject to the other\napplicable conditions hereof, to make the Competitive Loan in\nrespect of which its bid has been accepted.\n\n          Section 2.4    Termination or Reduction of\nCommitments.  Gannett shall have the right, upon not less than\ntwo Business Days' notice to the Administrative Agent, to\nterminate the 364-Day Commitments when no 364-Day Loans are then\noutstanding or, from time to time, to reduce the unutilized\nportion of the 364-Day Commitments.  Gannett shall have the\nright, upon not less than two Business Days' notice to the\nAdministrative Agent, to terminate the Five-Year Commitments when\nno Five-Year Loans are then outstanding or, from time to time, to\nreduce the unutilized portion of the Five-Year Commitments.  Any\nsuch reduction pursuant to this Section 2.4 shall be in an amount\nequal to $10,000,000 or a multiple of $1,000,000 in excess\nthereof and shall reduce permanently the applicable Commitments\nthen in effect, and the fees payable pursuant to Section 2.10\nshall then reflect the reduced Commitments.  Notwithstanding\nanything to the contrary contained herein, if any reduction is\nmade to the Commitments within 90 days of the Effective Date and\nat a time when either of Bank of America, N.A. or The Chase\nManhattan Bank holds a combination of 364-Day Commitments and\nFive-Year Commitments in excess of $400,000,000, such reduction\nshall be applied (on a ratable basis) first to reduce the\ncombined amount of the 364-Day Commitments and Five-Year\nCommitments of either or both of Bank of America, N.A. and The\nChase Manhattan Bank, as the case may be, to an aggregate amount,\nin each case, not less than $400,000,000, and any prepayment of\nthe Loans during any such time made in connection with the\nreduction of the Commitments will be similarly applied.\n\n          Section 2.5    Optional Prepayments.  Gannett may\nat any time and from time to time prepay the Loans, in whole or\nin part, without premium or penalty, upon irrevocable notice\ndelivered to the Administrative Agent at least three Business\nDays prior thereto in the case of Eurodollar Loans and at least\none Business Day prior thereto in the case of ABR Loans, which\nnotice shall specify the date and amount of prepayment and\nwhether the prepayment is of Eurodollar Loans or ABR Loans;\nprovided, that if a Eurodollar Loan is prepaid on any day other\nthan the last day of the Interest Period applicable thereto,\nGannett shall also pay any amounts owing pursuant to Section\n2.16.  Upon receipt of any such notice the Administrative Agent\nshall promptly notify each relevant Lender thereof.  If any such\nnotice is given, the amount specified in such notice shall be due\nand payable on the date specified therein, together with accrued\ninterest and fees to such date on the amount prepaid. Partial\nprepayments shall be in an aggregate principal amount of\n$10,000,000 or a multiple of $1,000,000 in excess thereof.\nNotwithstanding anything to the contrary contained herein,\nGannett shall not prepay the Competitive Loans except pursuant to\nArticle 7, with the consent of the Lender which has made such\nCompetitive Loan or as provided in the related Competitive Bid\nRequest.\n\n          Section 2.6    Conversion and Continuation\nOptions.  (a)  Gannett may elect from time to time to convert\nEurodollar Revolving Credit Loans to ABR Loans by giving the\nAdministrative Agent at least one Business Day's prior\nirrevocable notice of such election; provided that any such\nconversion of Eurodollar Revolving Credit Loans may only be made\non the last day of an Interest Period with respect thereto.\nGannett may elect from time to time to convert ABR Loans to\nEurodollar Revolving Credit Loans by giving the Administrative\nAgent at least three Business Days' prior irrevocable notice of\nsuch election.  Any such notice of conversion to Eurodollar\nRevolving Credit Loans shall specify the length of the initial\nInterest Period or Interest Periods therefor.  Upon receipt of\nany such notice the Administrative Agent shall promptly notify\neach relevant Lender thereof.  All or any part of outstanding\nEurodollar Revolving Credit Loans and ABR Loans may be converted\nas provided herein; provided that (i) no Loan may be converted\ninto a Eurodollar Revolving Credit Loan when any Event of Default\nhas occurred and is continuing, (ii) no 364-Day Loan may be\nconverted into a Eurodollar Revolving Credit Loan after the date\nthat is one month prior to the 364-Day Termination Date and (iii)\nno Five-Year Loan may be converted into a Eurodollar Revolving\nCredit Loan after the date that is one month prior to the Five-\nYear Termination Date.\n\n          (b)  Any Eurodollar Revolving Credit Loans may be\ncontinued as such upon the expiration of the then current\nInterest Period with respect thereto by Gannett giving notice to\nthe Administrative Agent, in accordance with the applicable\nprovisions of the term \"Interest Period\" set forth in Section\n1.1, of the length of the next Interest Period to be applicable\nto such Loans; provided that no Eurodollar Revolving Credit Loan\nmay be continued as such (i) when any Event of Default has\noccurred and is continuing or (ii) after the date that is one\nmonth prior to the 364-Day Termination Date or the Five-Year\nTermination Date, as applicable; and provided, further, that if\nGannett shall fail to give any required notice as described above\nin this paragraph or if such continuation is not permitted\npursuant to the preceding proviso such Eurodollar Revolving\nCredit Loans shall be automatically converted to ABR Loans on the\nlast day of such then expiring Interest Period.\n\n          Section 2.7    Minimum Amounts of Eurodollar\nBorrowings.  All borrowings, conversions and continuations of\nRevolving Credit Loans hereunder and all selections of Interest\nPeriods hereunder shall be in such amounts and be made pursuant\nto such elections so that, after giving effect thereto, the\naggregate principal amount of the Revolving Credit Loans\ncomprising each Eurodollar Borrowing shall be equal to\n$10,000,000 or a multiple of $1,000,000 in excess thereof and so\nthat there shall not be more than 20 Eurodollar Borrowings\noutstanding at any one time.\n\n          Section 2.8    Repayment of Loans; Evidence of\nDebt.  (a)  Gannett hereby unconditionally promises to pay to (i)\neach 364-Day Lender on the 364-Day Termination Date (or such\nearlier date as the 364-Day Loans become due and payable pursuant\nto Article 7 or Section 2.5), the unpaid principal amount of each\n364-Day Loan made by such 364-Day Lender, (ii) to each Five-Year\nLender on the Five-Year Termination Date (or such earlier date as\nthe Five-Year Loans become due and payable pursuant to Article 7\nor Section 2.5), the unpaid principal amount of each Five-Year\nLoan made by such Five-Year Lender and (iii) to each applicable\nLender on the last day of the applicable Interest Period, the\nunpaid principal amount of each Competitive Loan made by any such\nLender.  Gannett hereby further agrees to pay interest in\nimmediately available funds at the office of the Administrative\nAgent on the unpaid principal amount of the Loans from time to\ntime from the date hereof until payment in full thereof at the\nrates per annum, and on the dates, set forth in Section 2.9.\n\n          (b)  Notwithstanding anything to the contrary\ncontained herein, so long as Gannett gives the Administrative\nAgent at least 30 days' notice in advance of the 364-Day\nTermination Date, Gannett may elect that all or any portion of\nthe 364-Day Loan outstanding on the 364-Day Termination Date\nshall be due and payable in full on the date (the \"Extended Date\")\nwhich is two years following the 364-Day Termination Date (or\nsuch earlier date as the 364-Day Loans become due and payable\npursuant to Article 7 or Section 2.5).\n\n          (c)  Each Lender shall maintain in accordance with\nits usual practice an account or accounts evidencing the\nindebtedness of Gannett to the appropriate lending office of such\nLender resulting from each Loan made by such lending office of\nsuch Lender from time to time, including the amounts of principal\nand interest payable and paid to such lending office of such\nLender from time to time under this Agreement.\n\n          (d)  The Administrative Agent shall maintain the\nRegister pursuant to Section 9.6(d), and a subaccount for each\nLender, in which Register and subaccounts (taken together) shall\nbe recorded (i) the amount of each Loan made hereunder, the Type\nof each Loan made and the Interest Period applicable thereto,\n(ii) the amount of any principal or interest due and payable or\nto become due and payable from Gannett to each Lender hereunder\nand (iii) the amount of any sum received by the Administrative\nAgent hereunder from Gannett and each Lender's share thereof.\n\n          (e)  The entries made in the Register and accounts\nmaintained pursuant to paragraphs (c) and (d) of this Section 2.8\nshall, to the extent permitted by applicable law, be prima facie\nevidence of the existence and amounts of the obligations of\nGannett therein recorded; provided, however, that the failure of\nany Lender or the Administrative Agent to maintain such account,\nsuch Register or such subaccount, as applicable, or any error\ntherein, shall not in any manner affect the obligation of Gannett\nto repay (with applicable interest) the Loans made to Gannett by\nsuch Lender in accordance with the terms of this Agreement.\n\n          Section 2.9    Interest Rates and Payment Dates.\n(a)  Each ABR Loan shall bear interest at a rate per annum equal\nto the ABR plus the Applicable Margin.\n\n          (b)  The Loans comprising each Eurodollar\nBorrowing shall bear interest at a rate per annum equal to (i) in\nthe case of each Eurodollar Revolving Credit Loan, the Eurodollar\nRate for the Interest Period in effect for such Borrowing plus\nthe Applicable Margin and (ii) in the case of each Eurodollar\nCompetitive Loan, the Eurodollar Rate for the Interest Period in\neffect for such Borrowing plus (or minus, as the case may be) the\nMargin offered by the Lender making such Loan and accepted by\nGannett pursuant to Section 2.3.\n\n          (c)  Each Fixed Rate Loan shall bear interest at a\nrate per annum equal to the fixed rate of interest offered by the\nLender making such Loan and accepted by Gannett pursuant to\nSection 2.3.\n\n          (d)  Interest shall be payable in arrears on each\nInterest Payment Date; provided that interest accruing pursuant\nto paragraph (e) of this Section 2.9 shall be payable from time\nto time on demand.\n\n          (e)  (i)  If all or a portion of the principal\namount of any Loan shall not be paid when due (whether at the\nstated maturity, by acceleration or otherwise), such overdue\namount shall bear interest at a rate per annum equal to the rate\nthat would otherwise be applicable thereto pursuant to the\nforegoing provisions of this Section 2.9 plus 1% and (ii) to the\nextent permitted under applicable law, if all or a portion of any\ninterest payable on any Loan or any fee or other amount payable\nhereunder shall not be paid when due (whether at the stated\nmaturity, by acceleration or otherwise), such overdue amount\nshall bear interest at a rate per annum equal to the rate then\napplicable to ABR Loans plus 1%, in each case, with respect to\nclauses (i) and (ii) above, from the date of such non-payment\nuntil such amount is paid in full (as well after as before\njudgment).\n\n          Section 2.10   Fees.  (a)  Gannett shall pay to\nthe Administrative Agent, for the ratable account of the 364-Day\nLenders, a facility fee (the \"364-Day Facility Fee\") at the rate\nper annum equal to (a) for each day that Gannett has Credit\nStatus 1, .0500% of the aggregate 364-Day Commitments on such day\nand (b) for each day that Gannett has Credit Status 2, .0700% of\nthe aggregate 364-Day Commitments on such day.  On the first\nBusiness Day following the last day of each fiscal quarter of\nGannett and on the 364-Day Termination Date or the Extended Date,\nas applicable, (or, if earlier, on the date upon which both the\n364-Day Commitments are terminated and the 364-Day Loans are paid\nin full), Gannett shall pay to the Administrative Agent, for the\nratable benefit of the Lenders, the portion of the 364-Day\nFacility Fee which accrued during the fiscal quarter most\nrecently ended (or, in the case of the payment due on the 364-Day\nTermination Date or the Extended Date, the portion thereof ending\non such date).  Such facility fee shall be based upon the\naggregate 364-Day Commitments of the 364-Day Lenders from time to\ntime, regardless of the utilization by Gannett from time to time\nthereunder.\n\n          (b)  Gannett shall pay to the Administrative\nAgent, for the ratable account of the Five-Year Lenders, a\nfacility fee (the \"Five-Year Facility Fee\") at the rate per annum\nequal to (a) for each day that Gannett has Credit Status 1,\n.0700% of the aggregate Five-Year Commitments on such day and (b)\nfor each day that Gannett has Credit Status 2, .0900% of the\naggregate Five-Year Commitments on such day.  On the first\nBusiness Day following the last day of each fiscal quarter of\nGannett and on the Five-Year Termination Date (or, if earlier, on\nthe date upon which both the Five-Year Commitments are terminated\nand the Five-Year Loans are paid in full), Gannett shall pay to\nthe Administrative Agent, for the ratable benefit of the Lenders,\nthe portion of the Five-Year Facility Fee which accrued during\nthe fiscal quarter most recently ended (or, in the case of the\npayment due on the Five-Year Termination Date, the portion\nthereof ending on such date).  Such facility fee shall be based\nupon the aggregate Five-Year Commitments of the Five-Year Lenders\nfrom time to time, regardless of the utilization by Gannett from\ntime to time thereunder.\n\n          (c)  Gannett shall pay to the Administrative\nAgent,  for the ratable account of the Lenders, a utilization fee\n(the \"Utilization Fee\") at a rate per annum equal to 0.0750% for\neach day on which the Commitment Utilization Percentage exceeds\n50%, which Utilization Fee shall accrue on the average daily\namount of the Total Extensions of Credit for each Excess\nUtilization Day during the term of this Agreement. All\nUtilization Fees shall be computed on the basis of the actual\nnumber of days elapsed in a year of 360 days and shall be payable\nquarterly in arrears.\n\n          Section 2.11   Computation of Interest and Fees.\n(a)  Interest payable pursuant hereto shall be calculated on the\nbasis of a 360-day year for the actual days elapsed, except that,\nwith respect to ABR Loans and Competitive Loans the rate of\ninterest on which is calculated on the basis of the Prime Rate,\nthe interest thereon shall be calculated on the basis of a 365-\n(or 366-, as the case may be) day year for the actual days\nelapsed.  Fees (other than the Utilization Fees, which shall be\ncalculated as provided in Section 2.10(c)) payable pursuant\nhereto shall be calculated on the basis of a 365- (or 366-, as\nthe case may be) day year for the actual days elapsed.  The\nAdministrative Agent shall as soon as practicable notify Gannett\nand the relevant Lenders of each determination of a Eurodollar\nRate.  Any change in the interest rate on a Loan resulting from a\nchange in the ABR or the Eurocurrency Reserve Requirements shall\nbecome effective as of the opening of business on the day on\nwhich such change becomes effective.  The Administrative Agent\nshall as soon as practicable notify Gannett and the relevant\nLenders of the effective date and the amount of each such change\nin interest rate.\n\n          (b)  Each determination of an interest rate by the\nAdministrative Agent pursuant to any provision of this Agreement\nshall be conclusive and binding on Gannett and the Lenders in the\nabsence of manifest error.  The Administrative Agent shall, at\nthe request of Gannett, deliver to Gannett a statement showing\nthe quotations used by the Administrative Agent in determining\nany interest rate pursuant to Section 2.11(a).\n\n          Section 2.12   Inability to Determine Interest\nRate. If prior to the first day of any Interest Period the\nAdministrative Agent shall have determined (which determination\nshall be conclusive and binding upon Gannett) that, by reason of\ncircumstances affecting the relevant market, adequate and\nreasonable means do not exist for ascertaining the Eurodollar\nRate for such Interest Period, the Administrative Agent shall\ngive telecopy or telephonic notice thereof to Gannett and the\nrelevant Lenders as soon as practicable thereafter.  If such\nnotice is given (x) any Eurodollar Loans under the relevant\nFacility requested to be made on the first day of such Interest\nPeriod shall be made as ABR Loans, (y) any Loans under the\nrelevant Facility that were to have been converted on the first\nday of such Interest Period to Eurodollar Loans shall be\ncontinued as ABR Loans and (z) any outstanding Eurodollar Loans\nunder the relevant Facility shall be converted, on the last day\nof the then-current Interest Period, to ABR Loans.  Until such\nnotice has been withdrawn by the Administrative Agent, no further\nEurodollar Loans under the relevant Facility shall be made or\ncontinued as such, nor shall Gannett have the right to convert\nLoans under the relevant Facility to Eurodollar Loans.\n\n          Section 2.13   Pro Rata Treatment and Payments.\n(a)  Each borrowing of Revolving Credit Loans from the Lenders\nhereunder, each payment by Gannett on account of any fee\nhereunder and, subject to the last sentence of Section 2.4, any\nreduction of the Commitments of the Lenders shall be made pro\nrata according to the respective 364-Day Commitments or Five-Year\nCommitments, as the case may be, of the relevant Lenders.\nSubject to the last sentence of Section 2.4, each payment\n(including each prepayment) by Gannett on account of principal of\nand interest on the 364-Day Loans shall be made pro rata\naccording to the respective outstanding principal amounts of the\n364-Day Loans then held by the Lenders, and each payment\n(including each prepayment) by Gannett on account of principal of\nand interest on the Five-Year Loans shall be made pro rata\naccording to the respective outstanding principal amounts of the\nFive-Year Loans then held by the Lenders.  Each payment by\nGannett on account of principal of and interest on any Borrowing\nof Competitive Loans shall be made pro rata among the Lenders\nparticipating in such Borrowing according to the respective\nprincipal amounts of their outstanding Competitive Loans\ncomprising such Borrowing.\n\n          (b)  All payments (including prepayments) to be\nmade by Gannett hereunder, whether on account of principal,\ninterest, fees or otherwise, shall be made without set-off or\ncounterclaim and shall be made prior to 12:00 Noon, Dallas, Texas\ntime, on the due date thereof to the Administrative Agent, for\nthe account of the relevant Lenders, at the Agent's office\nspecified in Section 9.2, in Dollars and in immediately available\nfunds.  Notwithstanding the foregoing, the failure by Gannett to\nmake a payment (or prepayment) prior to 12:00 Noon on the due\ndate thereof shall not constitute a Default or Event of Default\nif such payment is made on such due date; provided, however, that\nany payment (or prepayment) made after such time on such due date\nshall be deemed made on the next Business Day for the purposes of\ninterest and reimbursement calculations.  The Administrative\nAgent shall distribute such payments to the relevant Lenders\npromptly upon receipt in like funds as received. If any payment\nhereunder (other than payments on the Eurodollar Loans) becomes\ndue and payable on a day other than a Business Day, such payment\nshall be extended to the next succeeding Business Day.  If any\npayment on a Eurodollar Loan becomes due and payable on a day\nother than a Business Day, the maturity thereof shall be extended\nto the next succeeding Business Day unless the result of such\nextension would be to extend such payment into another calendar\nmonth, in which event such payment shall be made on the\nimmediately preceding Business Day.  In the case of any extension\nof any payment of principal pursuant to the preceding two\nsentences, interest thereon shall be payable at the then\napplicable rate during such extension.\n\n          (c)  Unless the Administrative Agent shall have\nbeen notified in writing by any Lender prior to a borrowing that\nsuch Lender will not make the amount that would constitute its\nshare of such borrowing available to the Administrative Agent,\nthe Administrative Agent may assume that such Lender is making\nsuch amount available to the Administrative Agent, and the\nAdministrative Agent may, in reliance upon such assumption, make\navailable to Gannett a corresponding amount.  If such amount is\nnot made available to the Administrative Agent by the required\ntime on the Borrowing Date therefor, such Lender shall pay to the\nAdministrative Agent, on demand, such amount with interest\nthereon at a rate equal to the daily average Federal Funds\nEffective Rate for the period until such Lender makes such amount\nimmediately available to the Administrative Agent.  A certificate\nof the Administrative Agent submitted to any Lender with respect\nto any amounts owing under this paragraph shall be conclusive in\nthe absence of manifest error.  If such Lender's share of such\nborrowing is not made available to the Administrative Agent by\nsuch Lender within three Business Days of such Borrowing Date,\nthe Administrative Agent shall also be entitled to recover such\namount with interest thereon at the rate per annum applicable to\nABR Loans under the relevant Facility, on demand, from Gannett.\nNothing herein shall be deemed to limit the rights of Gannett\nagainst any Lender who fails to make its share of such borrowing\navailable.\n\n          (d)  Unless the Administrative Agent shall have\nbeen notified in writing by Gannett prior to the date of any\npayment being made hereunder that Gannett will not make such\npayment to the Administrative Agent, the Administrative Agent may\nassume that Gannett is making such payment, and the\nAdministrative Agent may, but shall not be required to, in\nreliance upon such assumption, make available to the Lenders\ntheir respective pro rata shares of a corresponding amount.  If\nsuch payment is not made to the Administrative Agent by Gannett\nwithin three Business Days of such required date, the\nAdministrative Agent shall be entitled to recover, on demand,\nfrom each Lender to which any amount which was made available\npursuant to the preceding sentence, such amount with interest\nthereon at the rate per annum equal to the daily average Federal\nFunds Effective Rate.  Nothing herein shall be deemed to limit\nthe rights of the Administrative Agent or any Lender against\nGannett.\n\n          Section 2.14   Requirements of Law.  (a)  If the\nadoption of or any change in any Requirement of Law or in the\ninterpretation or application thereof or compliance by any Lender\nwith any request or directive (whether or not having the force of\nlaw) from any central bank or other Governmental Authority made\nsubsequent to the date hereof:\n\n          (i)  shall subject any Lender to any tax of any\n          kind whatsoever with respect to this Agreement or\n          any Eurodollar Loan made by it, or change the\n          basis of taxation of payments to such Lender in\n          respect thereof (except for Non-Excluded Taxes\n          covered by Section 2.15 and changes in the rate of\n          tax on the overall net income of such Lender);\n\n          (ii)  shall impose, modify or hold applicable any\n          reserve, special deposit, compulsory loan or\n          similar requirement against assets held by,\n          deposits or other liabilities in or for the\n          account of, advances, loans or other extensions of\n          credit by, or any other acquisition of funds by,\n          any office of such Lender that is not otherwise\n          included in the determination of the Eurodollar\n          Rate hereunder; or\n\n          (iii)  shall impose on such Lender any other\n          condition affecting Eurodollar Loans;\n\nand the result of any of the foregoing is to increase the cost to\nsuch Lender, by an amount that such Lender deems to be material,\nof making, converting into, continuing or maintaining Eurodollar\nLoans, or to reduce any amount receivable hereunder in respect\nthereof, then, in any such case, Gannett shall promptly pay such\nLender, upon its demand, any additional amounts necessary to\ncompensate such Lender for such increased cost or reduced amount\nreceivable.  If any Lender becomes entitled to claim any\nadditional amounts pursuant to this paragraph, it shall promptly\nnotify Gannett (with a copy to the Administrative Agent) of the\nevent by reason of which it has become so entitled.  Gannett\nshall not be liable in respect of any such increased costs to, or\nreduced amount of any sum received or receivable by, any Lender\npursuant to this Section 2.14(a) with respect to any interest,\nfees or other amounts accrued by such Lender more than 15 days\nprior to the date notice thereof is given to Gannett pursuant to\nthis Section 2.14(a).\n\n          (b)  If any Lender shall have determined that the\nadoption of or any change in any Requirement of Law regarding\ncapital adequacy or in the interpretation or application thereof\nor compliance by such Lender or any corporation controlling such\nLender with any request or directive regarding capital adequacy\n(whether or not having the force of law) from any Governmental\nAuthority made subsequent to the date hereof shall have the\neffect of reducing the rate of return on such Lender's or such\ncorporation's capital as a consequence of its obligations\nhereunder to a level below that which such Lender or such\ncorporation could have achieved but for such adoption, change or\ncompliance (taking into consideration such Lender's or such\ncorporation's policies with respect to capital adequacy) by an\namount deemed by such Lender to be material, then from time to\ntime, within 15 days after submission by such Lender to Gannett\n(with a copy to the Administrative Agent) of a written request\ntherefor, Gannett shall pay to such Lender such additional amount\nor amounts as will compensate such Lender for such reduction;\nprovided that Gannett shall not be required to compensate a\nLender pursuant to this paragraph for any amounts incurred more\nthan 30 days prior to the date that such Lender notifies Gannett\nof such Lender's intention to claim compensation therefor; and\nprovided further that, if the circumstances giving rise to such\nclaim have a retroactive effect, then such 30 day period shall be\nextended to include the period of such retroactive effect.\n\n          (c)  A certificate, setting forth a reasonably\ndetailed explanation as to the reason for any additional amounts\npayable pursuant to this Section 2.14, submitted by any Lender to\nGannett (with a copy to the Administrative Agent) shall be\nconclusive in the absence of manifest error.  The obligations of\nGannett pursuant to this Section shall survive the termination of\nthis Agreement and the payment of the Loans and all other amounts\npayable hereunder.\n\n          Section 2.15   Taxes.  (a) All payments made by\nGannett under this Agreement shall be made free and clear of, and\nwithout deduction or withholding for or on account of, any\npresent or future income, stamp or other taxes, levies, imposts,\nduties, charges, fees, deductions or withholdings, now or\nhereafter imposed, levied, collected, withheld or assessed by any\nGovernmental Authority, excluding net income taxes and franchise\ntaxes (imposed in lieu of net income taxes) imposed on the\nAdministrative Agent or any Lender as a result of a present or\nformer connection between the Administrative Agent or such Lender\nand the jurisdiction of the Governmental Authority imposing such\ntax or any political subdivision or taxing authority thereof or\ntherein (other than any such connection arising solely from the\nAdministrative Agent or such Lender having executed, delivered or\nperformed its obligations or received a payment under, or\nenforced, this Agreement).  If any such non-excluded taxes,\nlevies, imposts, duties, charges, fees, deductions or\nwithholdings (\"Non-Excluded Taxes\") or Other Taxes are required to\nbe withheld from any amounts payable to the Administrative Agent\nor any Lender hereunder, the amounts so payable to the\nAdministrative Agent or such Lender shall be increased to the\nextent necessary to yield to the Administrative Agent or such\nLender (after payment of all Non-Excluded Taxes and Other Taxes)\ninterest or any such other amounts payable hereunder at the rates\nor in the amounts specified in this Agreement, provided, however,\nthat Gannett shall not be required to increase any such amounts\npayable to any Lender with respect to any Non-Excluded Taxes (i)\nthat are attributable to such Lender's failure to comply with the\nrequirements of paragraph (d) or (e) of this Section or (ii) that\nare United States withholding taxes imposed on amounts payable to\nsuch Lender at the time the Lender becomes a party to this\nAgreement (or designates a new lending office), except to the\nextent that such Lender's assignor (if any) was entitled, at the\ntime of assignment, to receive additional amounts from Gannett\nwith respect to such Non-Excluded Taxes pursuant to this\nparagraph.\n\n          (b)  In addition, Gannett shall pay any Other\nTaxes to the relevant Governmental Authority in accordance with\napplicable law.\n\n          (c)  Whenever any Non-Excluded Taxes or Other\nTaxes are payable by Gannett, as promptly as possible thereafter\nGannett shall send to the Administrative Agent for its own\naccount or for the account of the relevant Lender, as the case\nmay be, a certified copy of an original official receipt received\nby Gannett showing payment thereof.  If Gannett fails to pay any\nNon-Excluded Taxes or Other Taxes when due to the appropriate\ntaxing authority or fails to remit to the Administrative Agent\nthe required receipts or other required documentary evidence,\nGannett shall indemnify the Administrative Agent and the Lenders\nfor any incremental taxes, interest or penalties that may become\npayable by the Administrative Agent or any Lender as a result of\nany such failure.\n\n          (d)  Each Lender (or Transferee) that is not a\n\"U.S. Person\" as defined in Section 7701(a)(30) of the Code (a\n\"Non-U.S. Lender\") shall deliver to Gannett and the Administrative\nAgent (or, in the case of a Participant, to the Lender from which\nthe related participation shall have been purchased) two copies\nof either U.S. Internal Revenue Service Form W-8BEN or Form W-\n8ECI, or, in the case of a Non-U.S. Lender claiming exemption\nfrom U.S. federal withholding tax under Section 871(h) or 881(c)\nof the Code with respect to payments of \"portfolio interest\", a\nstatement substantially in the form of Exhibit E and a Form W-\n8BEN, or any subsequent versions thereof or successors thereto,\nproperly completed and duly executed by such Non-U.S. Lender\nclaiming complete exemption from, or a reduced rate of, U.S.\nfederal withholding tax on all payments by Gannett under this\nAgreement.  Such forms shall be delivered by each Non-U.S. Lender\non or before the date it becomes a party to this Agreement or\ndesignates a new lending office (or, in the case of any\nParticipant, on or before the date such Participant purchases the\nrelated participation).  In addition, each Non-U.S. Lender shall\ndeliver such forms promptly upon the obsolescence or invalidity\nof any form previously delivered by such Non-U.S. Lender.  Each\nNon-U.S. Lender shall promptly notify Gannett at any time it\ndetermines that it is no longer in a position to provide any\npreviously delivered certificate to Gannett (or any other form of\ncertification adopted by the U.S. taxing authorities for such\npurpose).  Notwithstanding any other provision of this paragraph,\na Non-U.S. Lender shall not be required to deliver any form\npursuant to this paragraph that such Non-U.S. Lender is not\nlegally able to deliver.\n\n          (e)  If the Administrative Agent or any Lender\nreceives a refund in respect of any amounts paid by Gannett\npursuant to this Section 2.15, which refund in the reasonable\njudgment of such Administrative Agent or such Lender is allocable\nto such payment, it shall pay the amount of such refund to\nGannett, net of all reasonable out-of-pocket expenses of the\nAdministrative Agent or such Lender, provided however, that\nGannett, upon the request of such Lender or the Administrative\nAgent, agrees to repay the amount paid over to Gannett to the\nAdministrative Agent or such Lender in the event such\nAdministrative Agent or the Lender is required to repay such\nrefund.  Nothing contained herein shall interfere with the right\nof the Administrative Agent or any Lender to arrange its tax\naffairs in whatever manner it deems fit nor oblige the\nAdministrative Agent or any Lender to apply for any refund or to\ndisclose any information relating to its affairs or any\ncomputations in respect thereof.\n\n          (f)  The agreements in this Section 2.15 shall\nsurvive the termination of this Agreement and the payment of the\nLoans and all other amounts payable hereunder.\n\n          Section 2.16   Indemnity.  Gannett agrees to\nindemnify each Lender and to hold each Lender harmless from any\nloss or expense that such Lender sustains or incurs as a\nconsequence of (a) default by Gannett in making a borrowing of,\nconversion into or continuation of Eurodollar Loans after Gannett\nhas given a notice requesting the same in accordance with the\nprovisions of this Agreement, (b) default by Gannett in making\nany prepayment of or conversion from Eurodollar Loans after\nGannett has given a notice thereof in accordance with the\nprovisions of this Agreement or (c) the making of a prepayment of\nEurodollar Loans on a day that is not the last day of an Interest\nPeriod with respect thereto.  Such indemnification may include an\namount equal to the excess, if any, of (i) the amount of interest\nthat would have accrued on the amount so prepaid, or not so\nborrowed, converted or continued, for the period from the date of\nsuch prepayment or of such failure to borrow, convert or continue\nto the last day of such Interest Period (or, in the case of a\nfailure to borrow, convert or continue, the Interest Period that\nwould have commenced on the date of such failure) in each case at\nthe applicable rate of interest for such Loans provided for\nherein (excluding, however, the Applicable Margin included\ntherein, if any) over (ii) the amount of interest (as reasonably\ndetermined by such Lender) that would have accrued to such Lender\non such amount by placing such amount on deposit for a comparable\nperiod with leading banks in the interbank eurodollar market.  A\ncertificate as to any amounts payable pursuant to this Section\nsubmitted to Gannett by any Lender shall be conclusive in the\nabsence of manifest error.  This covenant shall survive the\ntermination of this Agreement and the payment of the Loans and\nall other amounts payable hereunder.\n\n          Section 2.17   Change of Lending Office. Each\nLender agrees that, upon the occurrence of any event giving rise\nto the operation of Section 2.14 or 2.15(a) with respect to such\nLender, it will, if requested by Gannett, use reasonable efforts\n(subject to overall policy considerations of such Lender) to\ndesignate another lending office for any Loans affected by such\nevent with the object of avoiding the consequences of such event;\nprovided, that such designation is made on terms that, in the\nsole judgment of such Lender, cause such Lender and its lending\noffice(s) to suffer no economic, legal or regulatory\ndisadvantage, and provided, further, that nothing in this Section\nshall affect or postpone any of the obligations of Gannett or the\nrights of any Lender pursuant to Section 2.14 or 2.15(a).\n\n          Section 2.18   Replacement of Lenders.  Gannett\nshall be permitted to replace any Lender that (a) requests\nreimbursement for amounts owing pursuant to Section 2.14 or\n2.15(a) or (b) defaults in its obligation to make Loans\nhereunder, with a replacement financial institution; provided that\n(i) such replacement does not conflict with any Requirement\nof Law, (ii) prior to any such replacement, such Lender shall\nhave taken no action under Section 2.17 so as to eliminate the\ncontinued need for payment of amounts owing pursuant to Section\n2.14 or 2.15(a), (iii) the replacement financial institution\nshall purchase, at par, all Loans and other amounts owing to such\nreplaced Lender on or prior to the date of replacement, (iv)\nGannett shall be liable to such replaced Lender under Section\n2.16 if any Eurodollar Loan owing to such replaced Lender shall\nbe purchased other than on the last day of the Interest Period\nrelating thereto, (v) the replacement financial institution, if\nnot already a Lender, shall be reasonably satisfactory to the\nAdministrative Agent, (vi) the replaced Lender shall be obligated\nto make such replacement in accordance with the provisions of\nSection 9.6 (provided that Gannett shall be obligated to pay the\nregistration and processing fee referred to therein), (vii) until\nsuch time as such replacement shall be consummated, Gannett shall\npay all additional amounts (if any) required pursuant to Section\n2.14 or 2.15(a), as the case may be, and (viii) any such\nreplacement shall not be deemed to be a waiver of any rights that\nGannett, the Administrative Agent or any other Lender shall have\nagainst the replaced Lender.\n\n                ARTICLE III\n\n       Representations and Warranties\n\n          To induce the Administrative Agent and the Lenders\nto enter into this Agreement and to make the Loans, Gannett\nhereby represents and warrants to the Administrative Agent and\neach Lender that:\n\n          Section 3.1    Organization; Powers.  Gannett and\neach of its Subsidiaries is a corporation duly organized, validly\nexisting and in good standing under the laws of its jurisdiction\nof incorporation.  Except where the failure to do so,\nindividually or in the aggregate, would result in a Material\nAdverse Effect, Gannett and each of its Subsidiaries is duly\nqualified to do business as a foreign corporation and is in good\nstanding in all states in which it owns substantial properties or\nin which it conducts a substantial business and its activities\nmake such qualifications necessary.\n\n          Section 3.2    Financial Condition; No Material\nAdverse Effect.  Gannett has furnished to each of the Lenders\ncopies of its Annual Report for 1999, containing copies of its\nconsolidated balance sheet as of December 26, 1999 and the\nrelated statements of consolidated income and changes in\nshareholders' equity and cash flows for 1999, all reported on by\nPricewaterhouseCoopers LLP, independent public accountants, and\ncopies of its Quarterly Report on Form 10-Q for the period ending\nMarch 26, 2000.  The financial statements contained in such\nAnnual and Quarterly Reports (including the related notes) fairly\npresent Gannett's consolidated financial condition as of their\nrespective dates and the consolidated results of the operations\nof Gannett and its Subsidiaries for the periods then ended, and\nhave been prepared in accordance with GAAP.  Gannett and its\nSubsidiaries have no Material liabilities as of March 26, 2000\nnot reflected in the consolidated balance sheet as of March 26,\n2000 or the related notes as of said date, and from that date to\nthe Effective Date there has been no Material change in the\nbusiness or financial condition of Gannett and its Subsidiaries\ntaken as a whole which has not been publicly disclosed.\n\n          Section 3.3    Properties.  As of the Effective\nDate, Gannett and its Subsidiaries owned absolutely, free and\nclear of all Liens, all of the real or personal property\nreflected in the consolidated balance sheet dated as of March 26,\n2000 referred to in Section 3.2 and all other property acquired\nby them, respectively after March 26, 2000 except such property\nas has been disposed of in the ordinary course of business, and\nexcept for (i) easements, restrictions, exceptions, reservations\nor defects which, in the aggregate, do not materially interfere\nwith the continued use of such property or materially affect the\nvalue thereof to Gannett or its Subsidiaries, (ii) Liens, if any,\nfor current taxes not delinquent, and (iii) Liens reflected on\nsuch consolidated balance sheet or not otherwise prohibited by\nSection 6.1.  As of the Effective Date, Gannett and its\nSubsidiaries enjoy peaceful and undisturbed possession of their\nproperties which are held under lease and all such leases are in\ngood standing and valid and binding obligations of the lessors in\nfull force and effect, except for exceptions, reservations or\ndefects which in the aggregate do not materially interfere with\nthe continued use of such property or materially affect the value\nthereof to Gannett or its Subsidiaries.\n\n          Section 3.4    Litigation.  There are no actions,\nsuits, or proceedings pending or, to Gannett's knowledge,\nthreatened against or affecting it or any Subsidiary in or before\nany court or foreign or domestic governmental instrumentality,\nand neither Gannett nor any Subsidiary is in default in respect\nof any order of any such court or instrumentality which, in\nGannett's opinion, are Material.\n\n          Section 3.5    No Conflicts.  Neither the\nexecution and delivery of this Agreement, the consummation of the\ntransactions herein contemplated, nor compliance with the terms\nand provisions hereof will conflict with or result in a breach of\nany of the provisions of Gannett's restated certificate of\nincorporation, as amended, or by-laws, as amended, or any law or\nregulation, or any order of any court or governmental\ninstrumentality, or any agreement or instrument by which Gannett\nis bound, or constitute a default thereunder, or result in the\nimposition of any Lien not permitted under this Agreement upon\nany of Gannett's property.\n\n          Section 3.6    Taxes.  To the best of Gannett's\nknowledge, Gannett and its Subsidiaries have filed all tax\nreturns which are required to be filed by any jurisdiction, and\nhave paid all taxes which have become due pursuant to said\nreturns or pursuant to any assessments against it or its\nSubsidiaries, except to the extent only that such taxes are not\nmaterial or are being contested in good faith by appropriate\nproceedings.\n\n          Section 3.7    Authorization; Enforceability.  The\nexecution and delivery of this Agreement and the making of all\nBorrowings permitted by the provisions hereof have been duly\nauthorized by all necessary corporate action on the part of\nGannett; this Agreement has been duly and validly executed and\ndelivered by Gannett and constitutes Gannett's valid and legally\nbinding agreement enforceable in accordance with its terms; and\nthe Borrowings when made, will constitute valid and binding\nobligations of Gannett enforceable in accordance with the terms\nof this Agreement, except as limited by applicable bankruptcy,\ninsolvency, moratorium, reorganization or other laws, judicial\ndecisions or principles of equity relating to or affecting the\nenforcement of creditors rights or contractual obligations\ngenerally.\n\n          Section 3.8    Environmental Matters.  In the\nordinary course of its business, Gannett becomes aware from time\nto time of the effect of Environmental Laws on its business,\noperations and properties and the business, operations and\nproperties of its Subsidiaries, and it identifies and evaluates\nassociated liabilities and costs (including, without limitation,\nany capital or operating expenditures required for clean-up or\nclosure of properties then owned or operated by Gannett or its\nSubsidiaries, any capital or operating expenditures required to\nachieve or maintain compliance with environmental protection\nstandards imposed by law or as a condition of any license, permit\nor contract, any related constraints on operating activities,\nincluding any periodic or permanent shutdown of any facility or\nreduction in the level of or change in the nature of operations\nconducted at such properties, and any actual or potential\nliabilities to third parties, including employees, and any\nrelated costs and expenses).  On the basis of these evaluations,\nGannett has reasonably concluded that Environmental Laws are\nunlikely to have a Material Adverse Effect.\n\n          Section 3.9    No Change.  Since March 26, 2000,\nthere has been no development of event that has had or would have\na Material Adverse Effect.\n\n          Section 3.10   Federal Regulations.  No part of\nthe proceeds of any Loans, and no other extensions of credit\nhereunder, will be used for \"buying\" or \"carrying\" any \"margin\nstock\" within the respective meanings of each of the quoted terms\nunder Regulation U as now and from time to time hereafter in\neffect or for any purpose that violates the provisions of the\nRegulations of the Board.  If requested by any Lender or the\nAdministrative Agent, Gannett will furnish to the Administrative\nAgent and each Lender a statement to the foregoing effect in\nconformity with the requirements of FR Form G-3 or FR Form U-1,\nas applicable, referred to in Regulation U.\n\n          Section 3.11   No Default.  Neither Gannett nor\nany of its Subsidiaries is in default under or with respect to\nany of its Contractual Obligations in any respect that would have\na Material Adverse Effect.\n\n          Section 3.12   Investment Company Act; Federal\nRegulations.  Gannet is not an \"investment company\", or a company\n\"controlled\" by an \"investment company\", within the meaning of the\nInvestment Company Act of 1940, as amended.\n\n                  ARTICLE IV\n\n                  Conditions\n\n          The obligation of each Lender to make a Loan\nhereunder is subject to the accuracy, as of the date hereof, of\nthe representations and warranties herein contained and to the\nsatisfaction of the following further conditions:\n\n          (a)  The Administrative Agent shall have received\n(i) this Agreement, executed and delivered by the Agents and\nGannett and (ii) an Addendum, executed and delivered by each\nLender listed on Schedule 1.1.\n\n          (b)  On the date of each Borrowing (i) no Default\nor Event of Default shall have occurred and be continuing and\n(ii) the representations and warranties contained in Sections\n3.1, 3.5 and 3.7 shall be true and correct in all material\nrespects on and as of such date as if made on and as of such\ndate.\n\n          (c)  On or prior to the date of the first\nBorrowing hereunder, there shall have been delivered to each\nLender an opinion from Nixon Peabody LLP, counsel to Gannett, in\nsubstantially the form of Exhibit F hereto.  In rendering the\nforegoing opinion, such counsel may rely upon certificates of\nofficers of Gannett and its Subsidiaries as to (i) the nature and\nlocation of the property of Gannett and of its Subsidiaries, (ii)\nagreements and instruments to which Gannett and\/or its\nSubsidiaries are a party, and (iii) the conduct of the business\nof Gannett and its Subsidiaries.\n\n          (d)  On or prior to the date of the first\nBorrowing hereunder, there shall have been delivered to each\nLender a certificate of the Secretary of Gannett certifying, as\nof the date of the Agreement, to resolutions duly adopted by the\nBoard of Directors of Gannett or a duly authorized committee\nthereof authorizing Gannett's execution and delivery of this\nAgreement and the making of the Borrowings.\n\n                  ARTICLE V\n\n            Affirmative Covenants.\n\n          Until the Commitments have expired or been\nterminated and the principal of and interest on each Loan and all\nfees payable hereunder shall have been paid in full, Gannett\ncovenants and agrees with the Lenders that it shall and shall\ncause each of its Subsidiaries to:\n\n          Section 5.1    Financial Statements and Other\nInformation.  Furnish to the Administrative Agent and the\nLenders:\n\n          (a)  within 60 days after the end of each of the\n     first three quarterly periods in each fiscal year, its\n     consolidated statements of income for such quarterly\n     period and for the period from the beginning of the fiscal\n     year to the end of such quarterly period and its\n     consolidated balance sheet at the end of that period, all\n     in reasonable detail, subject, however, to year-end audit\n     adjustments, together with a certificate of compliance and\n     no default in substantially the form of Exhibit G hereto\n     certified by an appropriate financial officer of Gannett;\n\n          (b)  within 120 days after and as of the close of\n     each fiscal year, Gannett's Annual Report to shareholders\n     for such fiscal year, containing copies of its\n     consolidated income statement, consolidated balance sheet\n     and changes in shareholders' equity and cash flows for\n     such fiscal year accompanied by a report by\n     PricewaterhouseCoopers LLP or some other accounting firm\n     of national reputation selected by Gannett, based on their\n     examination of such financial statements, which\n     examination shall have been conducted in accordance with\n     generally accepted auditing standards and which report\n     shall indicate that the financial statements have been\n     prepared in accordance with GAAP, together with a\n     certificate of compliance and no default in substantially\n     the form of Exhibit G hereto, certified by an appropriate\n     financial officer of Gannett.\n\n          (c)  promptly upon their becoming available,\n     copies of all regular and periodic financial reports, if\n     any, which Gannett or any of its Subsidiaries shall file\n     with the Securities and Exchange Commission or with any\n     securities exchange.\n\n          (d)   promptly upon their becoming available,\n     copies of all prospectuses of Gannett and all reports,\n     proxy statements and financial statements mailed by\n     Gannett to its shareholders generally; and\n\n          (e)  such other information respecting the\n     financial condition and affairs of Gannett and its\n     subsidiaries as any of the Lenders may from time to time\n     reasonably request.\n\n          The financial statements of Gannett and its\nSubsidiaries hereafter delivered to the Lenders pursuant to this\nSection 5.1 will fairly set forth the financial condition of\nGannett and its Subsidiaries as of the dates thereof, and the\nresults of Gannett's and its Subsidiaries' operations for the\nrespective periods stated therein, all in accordance with GAAP.\n\n          Section 5.2    Payment of Obligations.  Duly pay\nand discharge all (i) material obligations when due and (ii)\ntaxes, assessments and governmental charges of which Gannett has\nknowledge assessed against it or against its properties prior to\nthe date on which penalties are attached thereto, unless and only\nto the extent that such obligations, taxes, assessments or\ncharters are not material or shall be contested in good faith by\nappropriate proceedings initiated by Gannett.\n\n          Section 5.3    Books and Records; Inspection\nRights.  (a)  Keep proper books of records and account in which\ntrue and correct entries, in all material respects, are made of\nall dealings in relation to its business and activities and (b)\npermit any Lender, upon reasonable request, to inspect at all\nreasonable times its properties, operations and books of account.\n\n          Section 5.4    Notices of Material Events.\nPromptly give notice to the Administrative Agent and each Lender\nof:\n\n          (a)  the occurrence of any Default or Event of\n     Default;\n\n          (b)  any (i) default or event of default under any\n     Contractual Obligation of Gannett or any of its\n     Subsidiaries or (ii) litigation, investigation or\n     proceeding that may exist at any time between Gannett or\n     any of its Subsidiaries and any Governmental Authority,\n     that in either case, if not cured or if adversely\n     determined, as the case may be, would have a material\n     adverse effect on (A) the business, assets, operations or\n     condition, financial or otherwise, of Gannett and its\n     Subsidiaries taken as a whole or (B) the validity or\n     enforceability of this Agreement or the material rights or\n     remedies of the Administrative Agent and the Lenders\n     hereunder; and\n\n          (c)  any other development or event that has had\n     or would have a Material Adverse Effect.\n\nEach notice pursuant to this Section 5.4 shall be accompanied by\na statement of an appropriate officer of Gannett setting forth\ndetails of the occurrence referred to therein and stating what\naction is proposed to take with respect thereto.\n\n          Section 5.5    Existence; Conduct of Business.  Do\nor cause to be done all things necessary to preserve, renew and\nkeep in full force and effect its legal existence and the rights,\nlicenses, permits, privileges and franchises material to the\nconduct of its business; provided that the foregoing shall not\nprohibit any merger, consolidation or other transaction permitted\nunder Section 6.2.\n\n          Section 5.6    Maintenance of Properties;\nInsurance.  Keep and maintain all property material to the\nconduct of its business in good working order and condition,\nordinary wear and tear excepted, and (b) maintain, with\nfinancially sound and reputable insurance companies, insurance in\nsuch amounts and against such risks as are customarily maintained\nby companies engaged in the same or similar businesses operating\nin the same or similar locations .\n\n          Section 5.7    Compliance with Laws.  Comply with\nall laws, rules, regulations and orders of any Governmental\nAuthority applicable to it or its property, except where the\nfailure to do so, individually or in the aggregate, would have a\nmaterial adverse effect on (a) the business, assets, operations\nor condition, financial or otherwise, of Gannett and its\nSubsidiaries taken as a whole or (b) the validity or\nenforceability of this Agreement or the material rights or\nremedies of the Administrative Agent and the Lenders hereunder.\n\n          Section 5.8    Debt Ratings.  With respect to\nGannett, use its reasonable best efforts to maintain at all times\na senior unsecured long-term debt rating from either S&amp;P or\nMoody's.\n\n\n                 ARTICLE VI\n\n             Negative Covenants.\n\n          Until the Commitments have expired or been\nterminated and the principal of and interest on each Loan and all\nfees payable hereunder have been paid in full, Gannett covenants\nand agrees with the Lenders that, it shall not, and shall not\npermit any of its Subsidiaries to, directly or indirectly:\n\n          Section 6.1    Liens.    Create, incur, assume or\npermit to exist any Lien on any of its properties or assets now\nowned or hereafter acquired by it, without making provision\nsatisfactory to the Lenders whereby the Lenders obtain an equal\nand ratable or prior Lien as security for the payment of the\nBorrowings; or transfer any of its assets for the purpose of\nsubjecting them to the payment of obligations prior in payment to\nany of its general creditors; or allow any liability of, or\nclaims, or demands against it, or any of its Subsidiaries, to\nexist for more than 30 days if the liability, claim or demand\nmight by law be given any priority over those of its general\ncreditors; provided, however, that none of the above shall\nprohibit Gannett or any Subsidiary from creating or allowing any\nof the following to exist:\n\n          (a)  Liens incurred after the date hereof covering\n     any of Gannett's or its Subsidiaries' properties or\n     assets; provided that the total principal amount of\n     indebtedness of Gannett and its Subsidiaries (on a\n     consolidated basis) secured by all such Liens permitted\n     under this Section 6.1(a) at any time outstanding shall\n     not exceed 50% of Net Property, Plant and Equipment;\n\n          (b)  leases of all types, whether or not such\n     leases constitute leasebacks of property sold or\n     transferred by Gannett or any Subsidiary;\n\n          (c)  pledges and deposits securing the payment of\n     workmen's compensation or insurance premiums, good-faith\n     deposits in connection with tenders, contracts (other than\n     contracts for the payment of borrowed money) or leases,\n     deposits to secure surety or appeal bonds, liens, pledges\n     or deposits in connection with contracts made with or at\n     the request of the United States Government or any agency\n     thereof, or pledges or deposits for similar purposes made\n     in the ordinary course of business;\n\n          (d)  liens securing taxes, assessments or\n     governmental or other charges or claims for labor,\n     materials or supplies which are not delinquent or which\n     are being contested in good faith by appropriate\n     proceedings and liens, restrictions, easements, licenses\n     on the use of property or minor irregularities in the\n     title thereof, which do not, in Gannett's opinion, in the\n     aggregate materially impair their use in Gannett's and its\n     Subsidiaries' business; and\n\n          (e)  Liens on the assets of any Person which\n     becomes a Subsidiary of Gannett after the date of this\n     Agreement to the extent that such liens existed prior to\n     the date of acquisition of such corporation by Gannett;\n     provided that such Liens existed at the time such Person\n     became a Subsidiary of Gannett and were not created in\n     anticipation thereof.\n\n          Section 6.2    Fundamental Changes.  Merge,\nconsolidate, sell, lease, transfer or otherwise dispose of all or\nsubstantially all of its assets, unless immediately after giving\neffect to such transaction, it shall be in compliance with\nSections 6.1 and 6.3 hereof and, in the case of a merger or\nconsolidation by Gannett, Gannett shall be the survivor\ncorporation.\n\n          Section 6.3    Shareholders' Equity.  Permit\nGannett's Total Shareholders' Equity at any time to be less than\n$2,500,000,000.\n\n\n                ARTICLE VII\n\n              Events of Default.\n\n          Section 7.1    Events of Default.  The following\nare Events of Default:\n\n          (a)  Gannett shall fail to pay when due in\n     accordance with the terms hereof (i) any principal on any\n     Loan and such failure shall have continued for a period of\n     three Business Days or (ii) any interest on any Loan, or\n     any other amount payable hereunder, and such failure shall\n     have continued for a period of five Business Days.\n\n          (b)  Gannett shall (A) default in any payment of\n     principal or of interest on any other obligation for\n     borrowed money in excess of $50,000,000 beyond any grace\n     period provided with respect thereto, or (B) default in\n     the performance of any other agreement, term or condition\n     contained in any agreement under which any such obligation\n     is created, if the effect of such default is to cause such\n     obligation to be accelerated or become due prior to its\n     stated maturity.\n\n          (c)  Any representation or warranty herein made by\n     Gannett, or any certificate or financial statement\n     furnished by Gannett pursuant to the provisions hereof,\n     shall prove to have been false or misleading in any\n     material respect as of the time made or furnished and\n     Gannett shall fail to take corrective measures\n     satisfactory to the Required Lenders within 30 days after\n     notice thereof to Gannett from any Lender or the\n     Administrative Agent or by Gannett to the Administrative\n     Agent.\n\n          (d)  Gannett shall default in the performance of\n     any other covenant, condition or provision hereof and such\n     default shall not be remedied to the satisfaction of the\n     Required Lenders within a period of 30 days after notice\n     thereof to Gannett from any Lender or the Administrative\n     Agent or by Gannett to the Administrative Agent.\n\n          (e)  Gannett or any Subsidiary with more than\n     $100,000,000 in revenue in the preceding fiscal year\n     (other than Gannett Satellite Information Network, Inc.)\n     shall (A) apply for or consent to the appointment of a\n     receiver, trustee, or liquidator of Gannett, (B) make a\n     general assignment for the benefit of creditors, or (C)\n     file a voluntary petition in bankruptcy or a petition or\n     an answer seeking reorganization or an arrangement with\n     creditors or take advantage of any insolvency law or an\n     answer admitting the material allegations of a petition\n     filed against Gannett in any bankruptcy, reorganization or\n     insolvency proceeding, or corporate action shall be taken\n     by Gannett for the purpose of affecting any of the\n     foregoing.\n\n          (f)  An order, judgment or decree shall be\n     entered, without the application, approval or consent of\n     Gannett, by any court of competent jurisdiction, approving\n     a petition seeking reorganization of Gannett or appointing\n     a receiver, trustee or liquidator of Gannett or of all or\n     a substantial part of the assets of Gannett, and such\n     order, judgment or decree shall continue unstayed and in\n     effect for any period of ninety (90) consecutive days.\n\n          (g)  One or more final, non-appealable judgments\n     for the payment of money in an aggregate amount in excess\n     of $100,000,000 shall be rendered against Gannett, any\n     Subsidiary or any combination thereof, and the same shall\n     remain undischarged for a period of 30 consecutive days\n     during which execution shall not be effectively stayed or\n     bonded;\n\n          Section 7.2    Remedies.  If an Event of Default\nshall occur and be continuing:\n\n          (a)  If an Event of Default specified in Section\n     7.1(e) or (f) shall occur and be continuing, automatically\n     the Commitments shall immediately terminate and the Loans\n     (with accrued interest thereon) and all other amounts\n     owing under this Agreement shall immediately become due\n     and payable.\n\n          (b)  If an Event of Default other than those\n     specified in Section 7.1(e) or (f) shall occur and be\n     continuing, either or both of the following actions may be\n     taken: (i) with the consent of the Required Lenders, the\n     Administrative Agent may, or upon the request of the\n     Required Lenders, the Administrative Agent shall, by\n     notice to Gannett, declare Commitments to be terminated\n     forthwith, whereupon the Commitments shall immediately\n     terminate; and (ii) with the consent of the Required\n     Lenders, the Administrative Agent may, or upon the request\n     of the Required Lenders, the Administrative Agent shall,\n     by notice to Gannett, declare the Loans (with accrued\n     interest thereon) and all other amounts owing under this\n     Agreement to be due and payable forthwith, whereupon the\n     same shall immediately become due and payable.\n\n          (c)  Except as expressly provided above in this\n     Article, presentment, demand, protest and all other\n     notices of any kind are hereby expressly waived by\n     Gannett.\n\n          (d)  Any Lender giving any notice to Gannett under\n     this Article 7 shall simultaneously give like notice to\n     the Administrative Agent.\n\n\n                 ARTICLE VIII\n\n           The Administrative Agent\n\n          Section 8.1    Appointment.  Each Lender hereby\nirrevocably designates and appoints the Administrative Agent as\nthe agent of such Lender under this Agreement, and each such\nLender irrevocably authorizes the Administrative Agent, in such\ncapacity, to take such action on its behalf under the provisions\nof this Agreement and to exercise such powers and perform such\nduties as are expressly delegated to the Administrative Agent by\nthe terms of this Agreement, together with such other powers as\nare reasonably incidental thereto.   Notwithstanding any\nprovision to the contrary elsewhere in this Agreement, the\nAdministrative Agent shall not have any duties or\nresponsibilities, except those expressly set forth herein, or any\nfiduciary relationship with any Lender, and no implied covenants,\nfunctions, responsibilities, duties, obligations or liabilities\nshall be read into this Agreement or otherwise exist against the\nAdministrative Agent.\n\n          Section 8.2    Delegation of Duties.  The\nAdministrative Agent may execute any of its duties under this\nAgreement by or through agents or attorneys-in-fact and shall be\nentitled to advice of counsel concerning all matters pertaining\nto such duties.  The Administrative Agent shall not be\nresponsible for the negligence or misconduct of any agents or\nattorneys in-fact selected by it with reasonable care.\n\n          Section 8.3    Exculpatory Provisions.  Neither\nthe Administrative Agent nor any of its respective officers,\ndirectors, employees, agents, attorneys-in-fact or affiliates\nshall be (i) liable for any action lawfully taken or omitted to\nbe taken by it or such Person under or in connection with this\nAgreement (except to the extent that any of the foregoing are\nfound by a final and nonappealable decision of a court of\ncompetent jurisdiction to have resulted from its or such Person's\nown gross negligence or willful misconduct) or (ii) responsible\nin any manner to any of the Lenders for any recitals, statements,\nrepresentations or warranties made by Gannett or any officer\nthereof contained in this Agreement or in any certificate,\nreport, statement or other document referred to or provided for\nin, or received by the Administrative Agent under or in\nconnection with, this Agreement or for the value, validity,\neffectiveness, genuineness, enforceability or sufficiency of this\nAgreement or for any failure of Gannett to perform its\nobligations hereunder or thereunder.  The Administrative Agent\nshall not be under any obligation to any Lender to ascertain or\nto inquire as to the observance or performance of any of the\nagreements contained in, or conditions of, this Agreement, or to\ninspect the properties, books or records of Gannett.\n\n          Section 8.4    Reliance by Administrative Agent.\nThe Administrative Agent shall be entitled to rely, and shall be\nfully protected in relying, upon any instrument, writing,\nresolution, notice, consent, certificate, affidavit, letter,\ntelecopy, telex or teletype message, statement, order or other\ndocument or conversation believed by it to be genuine and correct\nand to have been signed, sent or made by the proper Person or\nPersons and upon advice and statements of legal counsel\n(including counsel to Gannett), independent accountants and other\nexperts selected by the Administrative Agent.  The Administrative\nAgent may deem and treat the payee of any promissory note as the\nowner thereof for all purposes unless a written notice of\nassignment, negotiation or transfer thereof shall have been filed\nwith the Administrative Agent.  The Administrative Agent shall be\nfully justified in failing or refusing to take any action under\nthis Agreement unless it shall first receive such advice or\nconcurrence of the Required Lenders (or, if so specified by this\nAgreement, all Lenders) as it deems appropriate or it shall first\nbe indemnified to its satisfaction by the Lenders against any and\nall liability and expense that may be incurred by it by reason of\ntaking or continuing to take any such action.  The Administrative\nAgent shall in all cases be fully protected in acting, or in\nrefraining from acting, under this Agreement in accordance with a\nrequest of the Required Lenders (or, if so specified by this\nAgreement, all Lenders), and such request and any action taken or\nfailure to act pursuant thereto shall be binding upon all the\nLenders and all future holders of the Loans.\n\n          Section 8.5    Notice of Default.  The\nAdministrative Agent shall not be deemed to have knowledge or\nnotice of the occurrence of any Default or Event of Default\nunless the Administrative Agent has received notice from a Lender\nor Gannett referring to this Agreement, describing such Default\nor Event of Default and stating that such notice is a \"notice of\ndefault\".  In the event that the Administrative Agent receives\nsuch a notice, the Administrative Agent shall give notice thereof\nto the Lenders.  The Administrative Agent shall take such action\nwith respect to such Default or Event of Default as shall be\nreasonably directed by the Required Lenders (or, if so specified\nby this Agreement, all Lenders); provided that unless and until\nthe Administrative Agent shall have received such directions, the\nAdministrative Agent may (but shall not be obligated to) take\nsuch action, or refrain from taking such action, with respect to\nsuch Default or Event of Default as it shall deem advisable in\nthe best interests of the Lenders.\n\n          Section 8.6    Non-Reliance on Administrative\nAgent and Other Lenders.  Each Lender expressly acknowledges that\nneither the Administrative Agent nor any of its respective\nofficers, directors, employees, agents, attorneys-in-fact or\naffiliates have made any representations or warranties to it and\nthat no act by the Administrative Agent hereafter taken,\nincluding any review of the affairs of a Gannett or any affiliate\nof Gannett, shall be deemed to constitute any representation or\nwarranty by the Administrative Agent to any Lender.  Each Lender\nrepresents to the Administrative Agent that it has, independently\nand without reliance upon the Administrative Agent or any other\nLender, and based on such documents and information as it has\ndeemed appropriate, made its own appraisal of and investigation\ninto the business, operations, property, financial and other\ncondition and creditworthiness of Gannett and its affiliates and\nmade its own decision to make its Loans hereunder and enter into\nthis Agreement.  Each Lender also represents that it will,\nindependently and without reliance upon the Administrative Agent\nor any other Lender, and based on such documents and information\nas it shall deem appropriate at the time, continue to make its\nown credit analysis, appraisals and decisions in taking or not\ntaking action under this Agreement, and to make such\ninvestigation as it deems necessary to inform itself as to the\nbusiness, operations, property, financial and other condition and\ncreditworthiness of Gannett and its affiliates.  Except for\nnotices, reports and other documents expressly required to be\nfurnished to the Lenders by the Administrative Agent hereunder,\nthe Administrative Agent shall not have any duty or\nresponsibility to provide any Lender with any credit or other\ninformation concerning the business, operations, property,\ncondition (financial or otherwise), prospects or creditworthiness\nof Gannett or any affiliate of Gannett that may come into the\npossession of the Administrative Agent or any of its officers,\ndirectors, employees, agents, attorneys-in-fact or affiliates.\n\n          Section 8.7    Indemnification.  The Lenders agree\nto indemnify the Administrative Agent in its capacity as such (to\nthe extent not reimbursed by Gannett and without limiting the\nobligation of Gannett to do so), ratably according to their\nrespective Aggregate Commitment Percentages in effect on the date\non which indemnification is sought under this Section (or, if\nindemnification is sought after the date upon which the\nCommitments shall have terminated and the Loans shall have been\npaid in full, ratably in accordance with such Aggregate\nCommitment Percentages immediately prior to such date), from and\nagainst any and all liabilities, obligations, losses, damages,\npenalties, actions, judgments, suits, costs, expenses or\ndisbursements of any kind whatsoever that may at any time\n(whether before or after the payment of the Loans) be imposed on,\nincurred by or asserted against the Administrative Agent in any\nway relating to or arising out of, the Commitments, this\nAgreement or any documents contemplated by or referred to herein\nor therein or the transactions contemplated hereby or thereby or\nany action taken or omitted by the Administrative Agent under or\nin connection with any of the foregoing; provided that no Lender\nshall be liable for the payment of any portion of such\nliabilities, obligations, losses, damages, penalties, actions,\njudgments, suits, costs, expenses or disbursements that are found\nby a final and nonappealable decision of a court of competent\njurisdiction to have resulted from the Administrative Agent's\ngross negligence or willful misconduct.  The agreements in this\nSection shall survive the payment of the Loans and all other\namounts payable hereunder.\n\n          Section 8.8    Agent in Its Individual Capacity.\nThe Administrative Agent and its affiliates may make loans to,\naccept deposits from and generally engage in any kind of business\nwith Gannett as though the Administrative Agent were not the\nAdministrative Agent.  With respect to its Loans made or renewed\nby it, the Administrative Agent shall have the same rights and\npowers under this Agreement as any Lender and may exercise the\nsame as though it were not the Administrative Agent, and the\nterms \"Lender\" and \"Lenders\" shall include the Administrative Agent\nin its individual capacity.\n\n          Section 8.9    Successor Administrative Agent.\nThe Administrative Agent may resign as Administrative Agent upon\n15 Business Days' notice to the Lenders and Gannett.  If the\nAdministrative Agent shall resign as Administrative Agent under\nthis Agreement, then (a) so long as an Event of Default under\nSection 7.1(a), 7.1(e) or 7.1(f) with respect to Gannett shall\nnot have occurred and be continuing, Gannett shall appoint from\namong the Lenders a successor agent for the Lenders, which\nsuccessor agent shall be subject to approval by the Required\nLenders (which approval shall not be unreasonably withheld,\nconditioned or delayed) and (b) if an Event of Default under\nSection 7.1(a), 7.1(e) or 7.1(f) with respect to Gannett shall\nhave occurred and be continuing, the Required Lenders shall\nappoint from among the Lenders a successor agent for the Lenders,\nwhereupon such successor agent shall succeed to the rights,\npowers and duties of the Administrative Agent, and the term\n\"Administrative Agent\" shall mean such successor agent effective\nupon such appointment and approval, and the former Administrative\nAgent's rights, powers and duties as Administrative Agent shall\nbe terminated, without any other or further act or deed on the\npart of such former Administrative Agent or any of the parties to\nthis Agreement or any holders of the Loans.  If no successor\nagent has accepted appointment as Administrative Agent by the\ndate that is 15 Business Days following a retiring Administrative\nAgent's notice of resignation, the retiring Administrative\nAgent's resignation shall nevertheless thereupon become effective\nand the Lenders shall assume and perform all of the duties of the\nAdministrative Agent hereunder until such time, if any, as the\nRequired Lenders appoint a successor agent as provided for above.\nAfter any retiring Administrative Agent's resignation as\nAdministrative Agent, the provisions of this Article 8 shall\ninure to its benefit as to any actions taken or omitted to be\ntaken by it while it was Administrative Agent under this\nAgreement.\n\n          Section 8.10   Syndication Agent.  Notwithstanding\nany provision to the contrary elsewhere in this Agreement, the\nSyndication Agent shall not have any duties or responsibilities\nhereunder, or any fiduciary relationship with any Lender, and no\nimplied covenants, functions, responsibilities, duties,\nobligations or liabilities shall be read into this Agreement or\notherwise exist against the Syndication Agent.\n\n                  ARTICLE IX\n\n                Miscellaneous\n\n          Section 9.1    Amendments and Waivers.  Neither\nthis Agreement nor any terms hereof may be amended, supplemented\nor modified except in accordance with the provisions of this\nSection 9.1.  The Required Lenders and Gannett may, or, with the\nwritten consent of the Required Lenders, the Administrative Agent\nand Gannett may, from time to time, (a) enter into written\namendments, supplements or modifications hereto for the purpose\nof adding any provisions to this Agreement or changing in any\nmanner the rights of the Lenders or of Gannett hereunder or\nthereunder or (b) waive, on such terms and conditions as the\nRequired Lenders or the Administrative Agent, as the case may be,\nmay specify in such instrument, any of the requirements of this\nAgreement or any Default or Event of Default and its\nconsequences; provided, however, that no such waiver and no such\namendment, supplement or modification shall (i) forgive the\nprincipal amount or extend the final scheduled date of maturity\nof any Loan, extend the scheduled date of any amortization\npayment in respect of any Loan, reduce the stated rate of any\ninterest or fee payable hereunder (except (x) in connection with\nthe waiver of applicability of any post-default increase in\ninterest rates, which waiver shall be effective with the consent\nof the Required Lenders and (y) that any amendment or\nmodification of defined terms used in the financial covenants in\nthis Agreement shall not constitute a reduction in the rate of\ninterest or fees for purposes of this clause (i)) or extend the\nscheduled date of any payment thereof, in each case without the\nwritten consent of each Lender directly affected thereby;  (ii)\neliminate or reduce the voting rights of any Lender under this\nSection 9.1 or increase the Commitment of any Lender, in each\ncase without the written consent of such Lender; (iii) reduce any\npercentage specified in the definition of Required Lenders,\nconsent to the assignment or transfer by Gannett of any of its\nrights and obligations under this Agreement, in each case without\nthe written consent of all Lenders; (iv) amend, modify or waive\nany provision of Article 8 without the written consent of the\nAdministrative Agent and any other Agent affected thereby; or (v)\namend, modify or waive any provision of Section 2.13(a) or (b)\nwithout the written consent of each Lender directly affected\nthereby.  Any such waiver and any such amendment, supplement or\nmodification shall apply equally to each of the Lenders and shall\nbe binding on Gannett, the Lenders, the Administrative Agent and\nall future holders of the Loans.  In the case of any waiver,\nGannett, the Lenders and the Administrative Agent shall be\nrestored to their former position and rights hereunder, and any\nDefault or Event of Default waived shall be deemed to be cured\nand not continuing; but no such waiver shall extend to any\nsubsequent or other Default or Event of Default, or impair any\nright consequent thereon.\n\n          For the avoidance of doubt, this Agreement may be\namended (or amended and restated) with the written consent of the\nRequired Lenders, the Administrative Agent and Gannett (a) to add\none or more additional credit facilities to this Agreement and to\npermit the extensions of credit from time to time outstanding\nthereunder and the accrued interest and fees in respect thereof\n(collectively, the \"Additional Extensions of Credit\") to share\nratably in the benefits of this Agreement with the Loans and the\naccrued interest and fees in respect thereof and (b) to include\nappropriately the Lenders holding such credit facilities in any\ndetermination of the Required Lenders.\n\n          Section 9.2    Notices.  All notices, requests and\ndemands to or upon the respective parties hereto to be effective\nshall be in writing (including by telecopy), and, unless\notherwise expressly provided herein, shall be deemed to have been\nduly given or made when delivered, or three Business Days after\nbeing deposited in the mail, postage prepaid, or, in the case of\ntelecopy notice, when received, addressed as follows in the case\nof Gannett and the Administrative Agent, and as set forth in an\nadministrative questionnaire delivered to the Administrative\nAgent in the case of the Lenders, or to such other address as may\nbe hereafter notified by the respective parties hereto:\n\n   Gannett:                   1100 Wilson Blvd.\n                              Arlington, VA  22234\n                              Attention:\n                              Treasurer and Vice\n                              President, Investor Relations\n                              Telecopy:  703-558-3930\n                              Telephone:  703-284-6918\n\n   The Administrative Agent:  Bank of America, N.A.\n                              901 Main Street, 64th Floor\n                              Dallas, TX  75202-3748\n                              Attention:  Pamela Kurtzman\n                              Telecopy:  214-209-9390\n                              Telephone:  214-209-0997\n\nprovided that any notice, request or demand to or upon the\nAdministrative Agent or the Lenders shall not be effective until\nreceived.\n\n          Section 9.3    No Waiver; Cumulative Remedies.  No\nfailure to exercise and no delay in exercising, on the part of\nthe Administrative Agent or any Lender, any right, remedy, power\nor privilege hereunder shall operate as a waiver thereof; nor\nshall any single or partial exercise of any right, remedy, power\nor privilege hereunder preclude any other or further exercise\nthereof or the exercise of any other right, remedy, power or\nprivilege.  The rights, remedies, powers and privileges herein\nprovided are cumulative and not exclusive of any rights,\nremedies, powers and privileges provided by law.\n\n          Section 9.4    Survival of Representations and\nWarranties.  All representations and warranties made hereunder\nand in any document, certificate or statement delivered pursuant\nhereto or in connection herewith shall survive the execution and\ndelivery of this Agreement and the making of the Loans and other\nextensions of credit hereunder.\n\n          Section 9.5    Payment of Expenses and Taxes.  (a)\nGannett agrees (i) to pay or reimburse the Administrative Agent\nfor all its reasonable out-of-pocket costs and expenses incurred\nin connection with the development, preparation and execution of,\nand any amendment, supplement or modification to, this Agreement\nand any other documents prepared in connection herewith, and the\nconsummation and administration of the transactions contemplated\nhereby and thereby, including the reasonable fees and\ndisbursements of counsel to the Administrative Agent and filing\nand recording fees and expenses, with statements with respect to\nthe foregoing to be submitted to Gannett prior to the Effective\nDate (in the case of amounts to be paid on the Effective Date)\nand from time to time thereafter on a quarterly basis or such\nother periodic basis as the Administrative Agent shall deem\nappropriate, (ii) to pay or reimburse each Lender and the\nAdministrative Agent for all its reasonable costs and expenses\nincurred in connection with the enforcement of any rights under\nthis Agreement and any such other documents, including the\nreasonable fees and disbursements of counsel to each Lender and\nof counsel to the Administrative Agent, and (iii) to pay,\nindemnify, and hold each Lender and the Administrative Agent and\ntheir respective officers, directors, employees, affiliates,\nagents and controlling persons (each, an \"Indemnitee\") harmless\nfrom and against any and all other liabilities, obligations,\nlosses, damages, penalties, actions, judgments, suits, costs,\nexpenses or disbursements of any kind or nature whatsoever with\nrespect to the execution, delivery, enforcement, performance and\nadministration of this Agreement and any such other documents,\nincluding any of the foregoing relating to the use of proceeds of\nthe Loans and the reasonable fees and expenses of legal counsel\nin connection with claims, actions or proceedings by any\nIndemnitee against Gannett under this Agreement (all the\nforegoing in this clause (d), collectively, the \"Indemnified\nLiabilities\"), provided, that Gannett shall have no obligation\nhereunder to any Indemnitee with respect to Indemnified\nLiabilities to the extent such Indemnified Liabilities have\nresulted from the gross negligence or willful misconduct of such\nIndemnitee.  All amounts due under this Section 9.5(a) shall be\npayable not later than 10 days after written demand therefor.\n\n          (b)  Notwithstanding anything to the contrary in\nSection 9.5(a), (i) Gannett shall have no such obligation for\ncosts and expenses if Gannett prevails or successfully defeats\nany enforcement or collection proceedings; and (ii) if, by final\nadjudication in any proceeding not involving Gannett's\nbankruptcy, reorganization or insolvency, the Lenders receive\nless relief than claimed, Gannett's obligation for costs and\nexpenses shall be limited proportionately to the relief granted\nto the Lenders.\n\n          (c)  Gannett agrees to pay, indemnify, and hold\neach Lender and the Administrative Agent harmless from, any and\nall recording and filing fees and any and all liabilities with\nrespect to, or resulting from any delay in paying, stamp, excise\nand other taxes, if any, that may be payable or determined to be\npayable in connection with the execution and delivery of, or\nconsummation or administration of any of the transactions\ncontemplated by, or any amendment, supplement or modification of,\nor any waiver or consent under or in respect of, this Agreement\nand any such other documents.\n\n          (d)  If Gannett is required to commence\nproceedings against any Lender to enforce its Commitment, the\nLender will pay Gannett's reasonable costs and expenses\n(including attorneys' fees) if Gannett succeeds, or a share of\nsuch reasonable costs and expenses proportionate to Gannett's\nrecovery if Gannett is only partially successful.\n\n          (e)  The agreements in this Section 9.5 shall\nsurvive repayment of the Loans and all other amounts payable\nhereunder.\n\n          Section 9.6    Successors and Assigns;\nParticipations and Assignments.  (a)  This Agreement shall be\nbinding upon and inure to the benefit of Gannett, the Lenders,\nthe Administrative Agent, all future holders of the Loans and\ntheir respective successors and assigns, except that Gannett may\nnot assign or transfer any of its rights or obligations under\nthis Agreement without the prior written consent of each Lender.\n\n          (b)  Any Lender other than any Conduit Lender may,\nwithout the consent of Gannett or the Administrative Agent, in\naccordance with applicable law, at any time sell to one or more\nbanks, financial institutions or other entities (each, a\n\"Participant\") participating interests in any Loan owing to such\nLender, any Commitment of such Lender or any other interest of\nsuch Lender hereunder.  In the event of any such sale by a Lender\nof a participating interest to a Participant, such Lender's\nobligations under this Agreement to the other parties to this\nAgreement shall remain unchanged, such Lender shall remain solely\nresponsible for the performance thereof, such Lender shall remain\nthe holder of any such Loan for all purposes under this\nAgreement, and Gannett and the Administrative Agent shall\ncontinue to deal solely and directly with such Lender in\nconnection with such Lender's rights and obligations under this\nAgreement.  In no event shall any Participant under any such\nparticipation have any right to approve any amendment or waiver\nof any provision of this Agreement, or any consent to any\ndeparture by Gannett therefrom, except to the extent that such\namendment, waiver or consent would reduce the principal of, or\ninterest on, the Loans or any fees payable hereunder, or postpone\nthe date of the final maturity of the Loans, in each case to the\nextent subject to such participation.  Gannett agrees that if\namounts outstanding under this Agreement and the Loans are due or\nunpaid, or shall have been declared or shall have become due and\npayable upon the occurrence of an Event of Default, each\nParticipant shall, to the maximum extent permitted by applicable\nlaw, be deemed to have the right of setoff in respect of its\nparticipating interest in amounts owing under this Agreement to\nthe same extent as if the amount of its participating interest\nwere owing directly to it as a Lender under this Agreement,\nprovided that, in purchasing such participating interest, such\nParticipant shall be deemed to have agreed to share with the\nLenders the proceeds thereof as provided in Section 9.7(a) as\nfully as if it were a Lender hereunder.  Gannett also agrees that\neach Participant shall be entitled to the benefits of Sections\n2.14 and 2.15 with respect to its participation in the\nCommitments and the Loans outstanding from time to time as if it\nwas a Lender; provided that, in the case of Section 2.15, such\nParticipant shall have complied with the requirements of said\nSection and provided, further, that no Participant shall be\nentitled to receive any greater amount pursuant to any such\nSection than the transferor Lender would have been entitled to\nreceive in respect of the amount of the participation transferred\nby such transferor Lender to such Participant had no such\ntransfer occurred.\n\n          (c)  Any Lender other than any Conduit Lender (an\n\"Assignor\") may, in accordance with applicable law, at any time\nand from time to time assign to any Lender or any Lender\nAffiliate or, with the consent of Gannett and the Administrative\nAgent (which, in each case, shall not be unreasonably withheld,\ndelayed or conditioned), to an additional bank, financial\ninstitution or other entity (an \"Assignee\") all or any part of its\nrights and obligations under this Agreement pursuant to an\nAssignment and Acceptance, executed by such Assignee, such\nAssignor and any other Person whose consent is required pursuant\nto this paragraph, and delivered to the Administrative Agent for\nits acceptance and recording in the Register; provided that,\nunless otherwise agreed by Gannett and the Administrative Agent,\nno such assignment to an Assignee (other than any Lender or any\nLender Affiliate) shall be in an aggregate principal amount of\nless than $10,000,000, in each case except in the case of an\nassignment of all of a Lender's interests under this Agreement.\nFor purposes of the proviso contained in the preceding sentence,\nthe amount described therein shall be aggregated in respect of\neach Lender and its Lender Affiliates, if any.  Upon such\nexecution, delivery, acceptance and recording, from and after the\neffective date determined pursuant to such Assignment and\nAcceptance, (x) the Assignee thereunder shall be a party hereto\nand, to the extent provided in such Assignment and Acceptance,\nhave the rights and obligations of a Lender hereunder with a\nCommitment and\/or Loans as set forth therein, and (y) the\nAssignor thereunder shall, to the extent provided in such\nAssignment and Acceptance, be released from its obligations under\nthis Agreement (and, in the case of an Assignment and Acceptance\ncovering all of an Assignor's rights and obligations under this\nAgreement, such Assignor shall cease to be a party hereto).\nNotwithstanding any provision of this Section 9.6, the consent of\nGannett shall not be required for any assignment that occurs when\nan Event of Default shall have occurred and be continuing.\nNotwithstanding the foregoing, any Conduit Lender may assign at\nany time to its designating Lender hereunder without the consent\nof Gannett or the Administrative Agent any or all of the Loans it\nmay have funded hereunder and pursuant to its designation\nagreement and without regard to the limitations set forth in the\nfirst sentence of this Section 9.6(c).\n\n          (d)  The Administrative Agent shall, on behalf of\nGannett, maintain at its address referred to in Section 9.2 a\ncopy of each Assignment and Acceptance delivered to it and a\nregister (the \"Register\") for the recordation of the names and\naddresses of the Lenders and the Commitment of, and the principal\namount of the Loans owing to, each Lender from time to time.  The\nentries in the Register shall be conclusive, in the absence of\nmanifest error, and Gannett, the Administrative Agent and the\nLenders shall treat each Person whose name is recorded in the\nRegister as the owner of the Loans and any promissory notes\nevidencing the Loans recorded therein for all purposes of this\nAgreement.  Any assignment of any Loan, whether or not evidenced\nby a promissory note, shall be effective only upon appropriate\nentries with respect thereto being made in the Register.  Any\nassignment or transfer of all or part of a Loan evidenced by a\npromissory note shall be registered on the Register only upon\nsurrender for registration of assignment or transfer of the\npromissory note evidencing such Loan, accompanied by a duly\nexecuted Assignment and Acceptance, and thereupon one or more new\npromissory notes shall be issued to the designated Assignee.\n\n          (e)  Upon its receipt of an Assignment and\nAcceptance executed by an Assignor, an Assignee and any other\nPerson whose consent is required by Section 9.6(c), together with\npayment to the Administrative Agent of a registration and\nprocessing fee of $3,500 (except that no such registration and\nprocessing fee shall be payable in the case of an Assignee which\nis a Lender Affiliate of the relevant Assignor), the\nAdministrative Agent shall (i) promptly accept such Assignment\nand Acceptance and (ii) record the information contained therein\nin the Register on the effective date determined pursuant\nthereto.\n\n          (f)  For avoidance of doubt, the parties to this\nAgreement acknowledge that the provisions of this Section 9.6\nconcerning assignments relate only to absolute assignments and\nthat such provisions do not prohibit assignments creating\nsecurity interests, including any pledge or assignment by a\nLender to secure obligations to a Federal Reserve Bank in\naccordance with applicable law; provided that no such pledge or\nassignment shall release a Lender from any of its obligations\nhereunder or substitute any such pledgee or assignee for such\nLender as a party hereto.\n\n          (g)  Gannett, upon receipt of written notice from\nthe relevant Lender, agrees to issue a promissory note to any\nLender requiring such a note to facilitate transactions of the\ntype described in paragraph (f) above.\n\n          (h)  Each of Gannett, each Lender and the\nAdministrative Agent hereby confirms that it will not institute\nagainst a Conduit Lender or join any other Person in instituting\nagainst a Conduit Lender any bankruptcy, reorganization,\narrangement, insolvency or liquidation proceeding under any state\nbankruptcy or similar law, for one year and one day after the\npayment in full of the latest maturing commercial paper note\nissued by such Conduit Lender; provided, however, that each\nLender designating any Conduit Lender hereby agrees to indemnify,\nsave and hold harmless each other party hereto for any loss,\ncost, damage or expense arising out of its inability to institute\nsuch a proceeding against such Conduit Lender.\n\n          Section 9.7    Adjustments; Set-off.  (a)  Except\nto the extent that this Agreement expressly provides for payments\nto be allocated to a particular Lender, if any Lender (a\n\"Benefited Lender\") shall, at any time after the Loans and other\namounts payable hereunder shall immediately become due and\npayable pursuant to Section 7.2, receive any payment of all or\npart of the Obligations owing to it, or receive any collateral in\nrespect thereof (whether voluntarily or involuntarily, by\nset-off, pursuant to events or proceedings of the nature referred\nto in Section 7.1(f), or otherwise), in a greater proportion than\nany such payment to or collateral received by any other Lender,\nif any, in respect of the obligations owing to such other Lender,\nsuch Benefited Lender shall purchase for cash from the other\nLenders a participating interest in such portion of the\nObligations owing to each such other Lender, or shall provide\nsuch other Lenders with the benefits of any such collateral, as\nshall be necessary to cause such Benefited Lender to share the\nexcess payment or benefits of such collateral ratably with each\nof the Lenders; provided, however, that if all or any portion of\nsuch excess payment or benefits is thereafter recovered from such\nBenefited Lender, such purchase shall be rescinded, and the\npurchase price and benefits returned, to the extent of such\nrecovery, but without interest.\n\n          (b)  In addition to any rights and remedies of the\nLenders provided by law, each Lender shall have the right,\nwithout prior notice to Gannett, any such notice being expressly\nwaived by Gannett to the extent permitted by applicable law, upon\nany amount becoming due and payable by Gannett hereunder (whether\nat the stated maturity, by acceleration or otherwise), to set off\nand appropriate and apply against such amount any and all\ndeposits (general or special, time or demand, provisional or\nfinal), in any currency, and any other credits, indebtedness or\nclaims, in any currency, in each case whether direct or indirect,\nabsolute or contingent, matured or unmatured, at any time held or\nowing by such Lender or any branch or agency thereof to or for\nthe credit or the account of Gannett, as the case may be.  Each\nLender agrees promptly to notify Gannett and the Administrative\nAgent after any such setoff and application made by such Lender,\nprovided that the failure to give such notice shall not affect\nthe validity of such setoff and application.\n\n          Section 9.8    Counterparts.  This Agreement may\nbe executed by one or more of the parties to this Agreement on\nany number of separate counterparts, and all of said counterparts\ntaken together shall be deemed to constitute one and the same\ninstrument.  Delivery of an executed signature page of this\nAgreement by facsimile transmission shall be effective as\ndelivery of a manually executed counterpart hereof.  A set of the\ncopies of this Agreement signed by all the parties shall be\nlodged with Gannett and the Administrative Agent.\n\n          Section 9.9    Severability.  Any provision of\nthis Agreement that is prohibited or unenforceable in any\njurisdiction shall, as to such jurisdiction, be ineffective to\nthe extent of such prohibition or unenforceability without\ninvalidating the remaining provisions hereof, and any such\nprohibition or unenforceability in any jurisdiction shall not\ninvalidate or render unenforceable such provision in any other\njurisdiction.\n\n          Section 9.10   Integration.  This Agreement\nrepresents the entire agreement of Gannett, the Administrative\nAgent and the Lenders with respect to the subject matter hereof\nand thereof, and there are no promises, undertakings,\nrepresentations or warranties by the Administrative Agent or any\nLender relative to the subject matter hereof not expressly set\nforth or referred to herein.\n\n          Section 9.11   GOVERNING LAW.  THIS AGREEMENT AND\nTHE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT\nSHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE\nWITH, THE LAW OF THE STATE OF NEW YORK.\n\n          Section 9.12   Submission To Jurisdiction;\nWaivers.  Gannett hereby irrevocably and unconditionally:\n\n          (a)  submits for itself and its property in any\n     legal action or proceeding relating to this Agreement, or\n     for recognition and enforcement of any judgment in respect\n     thereof, to the non-exclusive general jurisdiction of the\n     courts of the State of New York, the courts of the United\n     States for the Southern District of New York, and\n     appellate courts from any thereof;\n\n          (b)  consents that any such action or proceeding\n     may be brought in such courts and waives any objection\n     that it may now or hereafter have to the venue of any such\n     action or proceeding in any such court or that such action\n     or proceeding was brought in an inconvenient court and\n     agrees not to plead or claim the same;\n\n          (c)  agrees that service of process in any such\n     action or proceeding may be effected by mailing a copy\n     thereof by registered or certified mail (or any\n     substantially similar form of mail), postage prepaid, to\n     Gannett at its address set forth in Section 9.2 or at such\n     other address of which the Administrative Agent shall have\n     been notified pursuant thereto; and\n\n          (d)  agrees that nothing herein shall affect the\n     right to effect service of process in any other manner\n     permitted by law or shall limit the right to sue in any\n     other jurisdiction.\n\n          Section 9.13   Acknowledgements.  Gannett hereby\nacknowledges that:\n\n          (a)  it has been advised by counsel in the\n     negotiation, execution and delivery of this Agreement;\n\n          (b)  neither the Administrative Agent nor any\n     Lender has any fiduciary relationship with or duty to\n     Gannett arising out of or in connection with this\n     Agreement, and the relationship between Administrative\n     Agent and Lenders, on one hand, and Gannett, on the other\n     hand, in connection herewith or therewith is solely that\n     of debtor and creditor; and\n\n          (c)  no joint venture is created hereby or\n     otherwise exists by virtue of the transactions\n     contemplated hereby among the Lenders or among Gannett and\n     the Lenders.\n\n          Section 9.14   Confidentiality.  Each of the\nAdministrative Agent and each Lender agrees to keep confidential\nall non-public information provided to it by Gannett pursuant to\nthis Agreement; provided that nothing herein shall prevent the\nAdministrative Agent or any Lender from disclosing any such\ninformation (a) to the Administrative Agent, any other Lender or\nany Lender Affiliate subject to this Section 9.14, (b) subject to\nan agreement to comply with the provisions of this Section, to\nany actual or prospective Transferee or any direct or indirect\ncounterparty to any Hedge Agreement (or any professional advisor\nto such counterparty), (c) to its employees, directors, agents,\nattorneys, accountants and other professional advisors or those\nof any of its affiliates, provided that such Persons to whom\ndisclosure is made will be informed of the confidential nature of\nsuch information and instructed to keep such information\nconfidential, (d) upon the request or demand of any Governmental\nAuthority or in response to any order of any court or other\nGovernmental Authority, upon prior written notice to Gannett to\nthe extent reasonably practicable, (e) to the extent required by\nany Requirement of Law (other than as provided in clause (d)\nabove) or in connection with any litigation or similar\nproceeding, provided that Gannett shall be promptly notified, to\nthe extent reasonably practicable, prior to any such disclosure\nso that Gannett may contest such disclosure or seek confidential\ntreatment thereof, (f) that has been publicly disclosed, (g) to\nany nationally recognized rating agency that requires access to\ninformation about a Lender's investment portfolio in connection\nwith ratings issued with respect to such Lender, or (h) in\nconnection with the exercise of any remedy hereunder.\n\n       IN WITNESS WHEREOF, the parties have executed this\nAgreement as of the date first written above.\n\n\n                                GANNETT CO., INC.\n\n                                   \/s\/Gracia C. Martore\n                                By:__________________________\n                                   Name: Gracia C. Martore\n                                   Title: Treasurer and Vice\n                                     President\/Investor Relations\n\n\n                                BANK OF AMERICA, N.A., as\n                                Administrative Agent\n\n                                   \/s\/Pamela S. Kurtzman\n                                By:__________________________\n                                   Name: Pamela S. Kurtzman\n                                   Title: Principal\n\n\n                                THE CHASE MANHATTAN BANK, as\n                                Syndication Agent\n\n                                   \/s\/Robert Anastasio\n                                By:__________________________\n                                   Name: Robert Anastasio\n                                   Title: Vice President<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9561,9560],"class_list":["post-40915","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40915","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40915"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40915"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40915"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40915"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}