AMENDMENT AND RESTATEMENT AGREEMENT TO GANNETT MARCH 2002 CREDIT AGREEMENT, GANNETT MARCH 2004 CREDIT AGREEMENT AND GANNETT JANUARY 2005 CREDIT AGREEMENT

This AMENDMENT AND RESTATEMENT AGREEMENT, dated as of August 5, 2013 (this “Amendment and Restatement Agreement”), to each of (i) the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of March 11, 2002 and effective as of March 18, 2002, as amended and restated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010 and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2002 Credit Agreement”), among Gannett Co., Inc., a Delaware corporation (“Gannett”), the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2002 Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “2002 Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC, as documentation agent, (ii) the Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010, and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2004 Credit Agreement”), among Gannett, the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2004 Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC and SunTrust Bank, as documentation agents and (iii) the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010 and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2005 Credit Agreement” and, together with the 2002 Credit Agreement and the 2004 Credit Agreement, the “Credit Agreements”; and, each as amended and restated as of August 5, 2013 pursuant to this Amendment and Restatement Agreement, the “Amended and Restated Credit Agreement”), among Gannett, the Guarantors under the Credit Agreements as of the date hereof, the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2005 Lenders” and, together with the 2002 Lenders and the 2004 Lenders, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “2005 Administrative Agent” and, together with the 2002 Administrative Agent and the 2004 Administrative Agent, the “Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC, as documentation agent, is made by and between Gannett, the Guarantors, the Administrative Agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as issuing lenders (each, an “Issuing Lender”) and the Lenders party hereto.

WHEREAS, Gannett has requested that the Five-Year Commitments (as defined in each Credit Agreement) be extended to the five-year anniversary of the date on which the conditions precedent set forth in Section 7 of this Amendment and Restatement Agreement shall have been satisfied or waived as set forth herein;

WHEREAS, in connection therewith, Gannett has requested certain amendments to each Credit Agreement as described herein and in the Amended and Restated Credit Agreement;

WHEREAS, the parties are willing to consent to the requested amendments on the terms and conditions contained herein;

NOW THEREFORE, the parties hereto hereby agree as follows:

1.Defined Terms. Unless otherwise defined herein, terms defined in the Amended and Restated Credit Agreement and used herein shall have the meanings given to them in the Amended and Restated Credit Agreement.

2.Amendment and Restatement. (a) The Credit Agreements (excluding the Schedules and Exhibits thereto to the extent not expressly amended and restated herein) are hereby collectively amended and restated, effective as of the Amendment and Restatement Effective Date (as defined below), to read as set forth in Exhibit A hereto.

(b) The Schedules and Exhibits to each of the 2002 Credit Agreement and the 2004 Credit Agreement are hereby collectively amended and restated, effective as of the Amendment and Restatement Effective Date, with the Schedules and Exhibits to the 2005 Credit Agreement, as the same may be amended, supplemented or modified in connection with this Amendment and Restatement Agreement.

(c) The Guarantee Agreement of each of the 2002 Credit Agreement and the 2004 Credit Agreement is hereby amended and restated, effective as of the Amendment and Restatement Effective Date, with the Guarantee Agreement of the 2005 Credit Agreement, as the same may be amended, supplemented or modified in connection with this Amendment and Restatement Agreement to read as set forth in Section 3 hereof.

3.Amendments to the Guarantee Agreement. (a) Section 1.1(b) of the Guarantee Agreement is hereby amended by adding a new definition of “Qualified Keepwell Provider” as follows:

“Qualified Keepwell Provider”: in respect of any Swap Obligation, each of Gannett and the Guarantors that, at the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell or guarantee pursuant to Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

(b) Article IV of the Guarantee Agreement is hereby amended by adding a new Section 4.19 (Keepwell) as follows:

Section 4.19 Keepwell. Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified Keepwell Provider shall only be liable under this Section 4.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.19, or otherwise under this Agreement or the Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Keepwell Provider under this Section 4.19 shall remain in full force and effect until the Termination Date. Each Qualified Keepwell Provider intends that this Section 4.19 constitute, and this Section 4.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

4.Extension of Five-Year Termination Date. Gannett hereby requests that individual Five-Year Lenders extend the maturity date of such Lender’s Five-Year Commitments (including any L/C Commitments) from the Extended Termination Date to the 2018 Extended Termination Date, on the same terms and conditions as the existing Five-Year Facility (the “2018 Extension Option”), except as otherwise set forth herein. Each Five-Year Lender (each, a “2018 Extending Lender”) that executes this Amendment and Restatement Agreement as a “2018 Extending Lender” hereby agrees to such extension in accordance with this Section 4, and upon the effectiveness of this Amendment and Restatement Agreement, the Termination Date with respect to each Five Year Lender’s Five-Year Commitments and the end of the Five-Year Commitment Period shall be the 2018 Extended Termination Date. Each such 2018 Extending Lender shall execute and deliver to Gannett and the Administrative Agent this Amendment and Restatement Agreement, the 2018 Master Assignment Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the extended Five-Year Commitments of such 2018 Extending Lender. Each such 2018 Extending Lender shall be subject to the conditions set forth in Section 7 below.

5.Term Loans. Subject to the terms and conditions set forth in the Amended and Restated Credit Agreement, each Term Lender severally agrees to make Term Loans to Gannett on the Amendment and Restatement Effective Date in an amount not to exceed the amount of the Term Commitment of such Lender. The Term Loans may from time to time be Eurodollar Term Loans or ABR Loans, as determined by Gannett and notified to the Administrative Agent in accordance with Sections 2.1B and 2.1C of the Amended and Restated Credit Agreement.

6.Letters of Credit. The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit issued under the Amended and Restated Credit Agreement on the Amendment and Restatement Effective Date for the account of Gannett.

7.Effectiveness. This Amendment and Restatement Agreement shall become effective as of the date (the “Amendment and Restatement Effective Date”) on which the following conditions precedent shall have been satisfied:

8.Representations and Warranties. Gannett hereby represents and warrants that, on and as of the Amendment and Restatement Effective Date, after giving effect to this Amendment and Restatement Agreement:

(a) No Default or Event of Default has occurred and is continuing; and

(b) Each of the representations and warranties of Gannett in the Amended and Restated Credit Agreement and this Amendment and Restatement Agreement is true and correct in all material respects, as if made on and as of the date hereof; and since December 30, 2012 there has been no Material change in the business or financial condition of Gannett and its Subsidiaries taken as a whole that has not been publicly disclosed.

9.Reaffirmation of Guarantee. Each Guarantor hereby agrees that all of its obligations and liabilities under each Credit Agreement and each other Loan Document to which it is a party remain in full force and effect on a continuous basis after giving effect to this Amendment and Restatement Agreement.

10.Continuing Effect. Except as expressly amended hereby, the Amended and Restated Credit Agreement shall continue to be and shall remain in full force and effect in accordance with its terms. From and after the date hereof, all references in a Credit Agreement thereto shall be to such Credit Agreement as amended hereby.

11.Counterparts. This Amendment and Restatement Agreement may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment and Restatement Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

12.Severability. Any provision of this Amendment and Restatement Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13.Integration. This Amendment and Restatement Agreement and the other Loan Documents represent the entire agreement of Gannett, the Guarantors the Administrative Agent, the 2018 Extending Lenders and the other Lenders party hereto with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, any 2018 Extending Lender or any other Lender party hereto relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

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

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

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

IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement Agreement to be executed and delivered by their duly authorized officers as of the date first written above.

GANNETT CO., INC.

By: /s/ Michael A. Hart                 

    Name: Michael A. Hart

    Title: Vice President & Treasurer

GUARANTORS:

GANNETT SATELLITE INFORMATION NETWORK, INC.

MULTIMEDIA HOLDINGS CORPORATION

PHOENIX NEWSPAPERS, INC.

GANNETT PACIFIC CORPORATION

INDIANA NEWSPAPERS, INC.

THE COURIER-JOURNAL, INC.

PACIFIC AND SOUTHERN COMPANY, INC.

GANNETT RIVER STATES PUBLISHING CORPORATION

FEDERATED PUBLICATIONS, INC.

DES MOINES REGISTER AND TRIBUNE COMPANY

WKYC-TV, INC.

CAPE PUBLICATIONS, INC.

DETROIT FREE PRESS, INC.

GANNETT MISSOURI PUBLISHING, INC.

THE DESERT SUN PUBLISHING COMPANY

THE ADVERTISER COMPANY

RENO NEWSPAPERS, INC.

ACTION ADVERTISING, INC.

MULTIMEDIA KSDK, INC.

X.COM, INC.

By:    /s/ Todd Mayman             

    Name: Todd Mayman

    Title: Secretary

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

By: /s/ Peter B. Thauer                 

    Name: Peter B. Thauer

    Title: Managing Director

JPMORGAN CHASE BANK, N.A., as Issuing Lender

By: /s/ Peter B. Thauer                 

    Name: Peter B. Thauer

    Title: Managing Director

The undersigned 2002 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2002 Credit Agreement Lender)

By:    /s/ Noam Azachi                 

    Name: Noam Azachi

The undersigned 2004 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2004 Credit Agreement Lender)

By:    /s/ Noam Azachi                 

    Name: Noam Azachi

    Title: Vice President

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Noam Azachi                 

    Name: Noam Azachi

    Title: Vice President

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Richard L. Amador             

    Name: Richard L. Amador

                            Title: Senior Vice President

The undersigned 2002 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2002 Credit Agreement Lender)

By:    /s/ Michael Vondriska

    Name: Michael Vondriska

    Title: Vice President

The undersigned 2004 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2004 Credit Agreement Lender)

By:    /s/ Michael Vondriska     

    Name: Michael Vondriska

Title: Vice President

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Michael Vondriska             

    Name: Michael Vondriska

Title: Vice President

The undersigned 2002 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2002 Credit Agreement Lender)

By:    /s/ Blake Arnett                 

    Name: Blake Arnett

    Title: Vice President

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Blake Arnett                 

    Name: Blake Arnett

    Title: Vice President

The undersigned 2002 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2002 Credit Agreement Lender)

By:    /s/ Mary Ramsey                 

    Name: Mary Ramsey

    Title: Vice President

The undersigned 2004 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2004 Credit Agreement Lender)

By:    /s/ Mary Ramsey                 

    Name: Mary Ramsey

    Title: Vice President

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Mary Ramsey                 

    Name: Mary Ramsey

    Title: Vice President

The undersigned 2002 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2002 Credit Agreement Lender)

By:    /s/ Derek Chang                 

    Name: Derek Chang

    Title: Vice President

The undersigned 2004 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2004 Credit Agreement Lender)

By:    /s/ Derek Chang                 

    Name: Derek Chang

    Title: Vice President

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Derek Chang                 

    Name: Derek Chang

    Title: Vice President

The undersigned 2002 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2002 Credit Agreement Lender)

By:    /s/ Peter B. Thauer                 

    Name: Peter B. Thauer

    Title: Managing Director

The undersigned 2004 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2004 Credit Agreement Lender)

By:    /s/ Peter B. Thauer                 

    Name: Peter B. Thauer

    Title: Managing Director

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Peter B. Thauer                 

    Name: Peter B. Thauer

    Title: Managing Director

The undersigned 2002 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2002 Credit Agreement Lender)

By:    /s/ Bertram H. Tang                 

    Name: Bertram H. Tang

    Title: Authorized Signatory

The undersigned 2004 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2004 Credit Agreement Lender)

By:    /s/ Bertram H. Tang                 

    Name: Bertram H. Tang

    Title: Authorized Signatory

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Bertram H. Tang                 

    Name: Bertram H. Tang

    Title: Authorized Signatory

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Nancy Rosal Bonnell             

    Name: Nancy Rosal Bonnell

    Title: Vice President

The undersigned 2002 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2002 Credit Agreement Lender)

By:    /s/ Frank Reyes             

    Name: Frank Reyes

    Title: Vice President

The undersigned 2004 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2004 Credit Agreement Lender)

By:    /s/ Frank Reyes             

    Name: Frank Reyes

    Title: Vice President

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Frank Reyes             

    Name: Frank Reyes

    Title: Vice President

The undersigned 2004 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2004 Credit Agreement Lender)

By:    /s/ David W. Kee             

    Name: David W. Kee

    Title: Managing Director

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ David W. Kee             

    Name: David W. Kee

    Title: Managing Director

The undersigned 2002 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2002 Credit Agreement Lender)

By:    /s/ Cynthia W. Burton             

    Name: Cynthia W. Burton

    Title: Vice President

The undersigned 2004 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2004 Credit Agreement Lender)

By:    /s/ Cynthia W. Burton             

    Name: Cynthia W. Burton

    Title: Vice President

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Cynthia W. Burton             

    Name: Cynthia W. Burton

    Title: Vice President

The undersigned 2002 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2002 Credit Agreement Lender)

By:    /s/ Ola Anderssen             

    Name: Ola Anderssen

    Title: Director

The undersigned 2004 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2004 Credit Agreement Lender)

By:    /s/ Ola Anderssen             

    Name: Ola Anderssen

    Title: Director

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Ola Anderssen             

    Name: Ola Anderssen

    Title: Director

The undersigned 2002 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2002 Credit Agreement Lender)

By:    /s/ Lisa DeCristofaro             

    Name: Lisa DeCristofaro

    Title: Senior Vice President

The undersigned 2004 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2004 Credit Agreement Lender)

By:    /s/ Lisa DeCristofaro             

    Name: Lisa DeCristofaro

    Title: Senior Vice President

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Lisa DeCristofaro             

    Name: Lisa DeCristofaro

    Title: Senior Vice President

The undersigned 2002 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2002 Credit Agreement Lender)

By:    /s/ Steven L. Sawyer             

    Name: Steven L. Sawyer

    Title: Senior Vice President

The undersigned 2004 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2004 Credit Agreement Lender)

By:    /s/ Steven L. Sawyer             

    Name: Steven L. Sawyer

    Title: Senior Vice President

The undersigned 2005 Lender hereby consents to the terms of the Amendment and Restatement Agreement as a:

(2005 Credit Agreement Lender)

By:    /s/ Steven L. Sawyer             

    Name: Steven L. Sawyer

    Title: Senior Vice President

[Filed as Exhibit 10-3 Herewith]

        

[Filed as Exhibit 10-2 Herewith]