Common use of Amendment to Section 2 Clause in Contracts

Amendment to Section 2. 18. Section 2.18 (“Replacement of Lenders”) is amended in its entirety as follows: (a) Gannett shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Amendment to Section 2. 1819. Section 2.18 2.19 of the Credit Agreement is hereby amended to restate paragraphs (“Replacement of Lenders”a) is amended and (b) thereof in its their entirety as follows: (a) Gannett If no Default, Event of Default or Material Adverse Change shall have occurred and be permitted continuing at the time of delivery of the Commitment Increase Notice, the Borrower may at any time and from time to replace any Lender that time request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(a)such notice, (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18Commitment Increase Notice”); provided, provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided however, that (i) each such replacement does not conflict with any Requirement of Lawincrease shall be at least $10,000,000, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing cumulative increase in Commitments after the Effective Date pursuant to this Section 2.14 or 2.15(a)2.19 shall not exceed $200,000,000 without the approval of the Required Lenders, (iii) the replacement financial institution shall purchaseCommitment of any Lender may not be increased without such Lender’s consent, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day aggregate amount of the Interest Period relating theretoLenders’ Commitments shall not exceed $1,200,000,000 without the approval of the Required Lenders. Following any Commitment Increase Notice, (v) the replacement financial institutionBorrower may, if not already a Lenderin its sole discretion, shall be reasonably satisfactory to but with the consent of the Administrative Agent, (vi) each Issuing Bank and the replaced Swingline Lender shall be obligated as to make such replacement in accordance with the provisions of Section 9.6 (provided any Person that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until is not at such time as such replacement shall be consummated, Gannett shall pay all additional amounts a Lender (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement which consent shall not be deemed unreasonably withheld or delayed), offer to be any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a waiver portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicable. Promptly and in any rights that Gannettevent within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such increased Commitments to certain existing Lenders, to the additional banks or financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time a portion of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consentincreased Commitments. (b) In Any Lender that accepts an offer to it by the event that (i) Gannett or Borrower to increase its Commitment pursuant to this Section 2.19 shall, in each case, execute a Commitment Increase Agreement, in substantially the form attached hereto as Exhibit C, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. No Lender shall have any obligation whatsoever to agree to increase its Commitment. Each Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent has requested at the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement same time as that of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lenderother increasing Lenders.”

Amendment to Section 2. 1814. Section 2.18 (“Replacement of Lenders”) 2.14 is hereby amended in its entirety as follows: (a) Gannett shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c2.14(a) is a hereby amended by deleting the phrase “Non-Consenting Lenderand any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form” (as defined below in this Section 2.18)the first sentence thereof, provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, and by replacing clause (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance first sentence thereof with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay following text: “instructions for use in surrendering Certificate(s) in exchange for the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consentMerger Consideration.” (b) In Section 2.14(b) is hereby deleted and replaced with the event that following text: “Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration.” (ic) Gannett Section 2.14(c) is hereby amended by deleting the first two sentences thereof in their entirety, by replacing the phrase “the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued” with “the Administrative Agent has requested proper amount of cash shall be paid” in the Lenders to consent to a departure or waiver of third sentence thereof, and by replacing the phrase “withhold from any provisions cash portion of the Loan Documents Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to agree to any amendment thereto, (iiSection 2.14(c) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance hereof” with the terms of phrase “withhold from the Merger Consideration” in the fourth sentence thereof. (d) Section 9.1 and (iii2.14(d) is hereby amended by replacing the Required Lenders have agreed second sentence thereof with the following: “If, after the Effective Time, Certificates representing such shares are presented for transfer to such consentthe Exchange Agent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment they shall be deemed a “Non-Consenting Lendercancelled and exchanged for the Merger Consideration.” (e) Section 2.14(e) is hereby amended by deleting the first four sentences thereof and replacing them with the following: “Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, without any interest thereon.”

Amendment to Section 2. 18. Section 2.18 (“Replacement of Lenders”) is amended in its entirety as follows: (a) Gannett shall be permitted to replace any Lender that Subsection (a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that hereby amended by (i) such replacement does not conflict deleting the phrase “2013 Annual Meeting” and replacing it with any Requirement “2014 annual meeting of Lawstockholders” as it appears in the fourth line therein, and (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate deleting the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) phrase “2013 annual meeting” and replacing it with “2014 annual meeting” in the replacement financial institution shall purchase, at par, all Loans seventh and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to 10th line therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In Subsection (a)(v) is hereby amended by deleting the event that phrase” “2012 Annual Meeting” and replacing it with “2013 annual meeting of stockholders”. (c) Subsection (d) is hereby amended by (i) Gannett or deleting the Administrative Agent has requested phrase “2013 annual meeting” in the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment theretofirst place it appears therein and replacing it in such place with “2014 annual meeting”, and (ii) inserting “or 2014 annual meeting of stockholders” directly following the consentphrase “2013 annual meeting of stockholders” in the second place it appears therein. (d) Section 2 is hereby amended to insert the following as a new subsection (e): “So long as the Company is not in breach of any of its obligations set forth in this Agreement (which breach has not been cured within two (2) days’ written notice from the Icahn Group), waiver or amendment during the Standstill Period, each member of the Icahn Group shall (1) cause, in question requires the agreement case of all Lenders in accordance with the terms Voting Securities owned of Section 9.1 record, and (iii2) instruct the Required Lenders have agreed record owner, in the case of all shares of Voting Securities beneficially owned but not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, as of the record date for the 2013 annual meeting of stockholders, in each case that are entitled to such consentvote at the 2013 annual meeting of stockholders, waiver to be present for quorum purposes and to be voted, at the 2013 annual meeting of stockholders or amendmentat any adjournments or postponements thereof, then for any Lender individuals nominated by the Board for election at the 2013 annual meeting of stockholders who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lenderare members of the Board on the date hereof.”

Amendment to Section 2. 182(b). Section 2.18 (“Replacement 2.2(b) of Lenders”) the Agreement is hereby amended and restated in its entirety as follows: follows with additions appearing in bold and underlined and deletions appearing as strikethroughs: “Section 2.2(b) of the Company Disclosure Schedule contains an illustrative Allocation Schedule (athe “Illustrative Allocation Schedule”) Gannett shall prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any other covenants, agreements, representations or warranties of the Company, the Company Stockholders, and the Company Warrant Holders under this Agreement or the rights or remedies of Buyer with respect thereto, the Allocation Schedule will be permitted substantially in the form of the Illustrative Allocation Schedule and will take into account any changes to replace any Lender that (a) requests reimbursement for amounts owing the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to Buyer pursuant to Section 2.14 2.2(a). The Company will review any comments to the Allocation Schedule provided by Buyer or 2.15(aany of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Buyer or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, the information required to be provided under Section 2.2(a)(vii) shall be provided only on the date of delivery of the Allocation ▇▇▇▇▇▇▇▇.▇▇ the Illustrative Allocation Schedule under Section 2.2(a)(vii), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, other than the allocation contemplated by clause (ii) prior to any such replacementhereof, such Lender shall have taken no action under Section 2.17 so be provided by the Company within five (5) Business Days as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration this Agreement and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) with respect to the consentallocation among recipients of a portion of the Change of Control Payments in an approximate aggregate amount of one million, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and two hundred thirty-three thousand, three hundred forty-seven (iii$1,233,347) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.provided by the Company within thirty (30) calendar days of the date of this Agreement”

Amendment to Section 2. 1820. Section 2.18 Effective as of the date hereof, subsections 2.20(a), (“Replacement b) and (c)(i) of Lenders”) is the Credit Agreement are hereby amended and restated in its entirety to read as follows: (a) Gannett Each borrowing of Revolving Advances shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior advanced according to the date applicable Revolving Advance Commitment Percentages of replacement, (iv) Gannett Lenders. The Term Loan shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory advanced according to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions Term Loan Commitment Percentages of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consentLenders. (b) In Each payment (including each prepayment) by any Borrower on account of the event principal of and interest on the Revolving Advances, shall be applied to the Revolving Advances pro rata according to the applicable Revolving Advance Commitment Percentages of Lenders. Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Term Note, shall be made from or to, or applied to that portion of the Term Loan evidenced by the Term Note pro rata according to the Term Loan Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 p.m., in Dollars and in immediately available funds. (i) Gannett Notwithstanding anything to the contrary contained in Sections 2.20(a) and (b) hereof, commencing with the first Business Day following the Closing Date, each borrowing of Revolving Advances shall be advanced by Agent and each payment by Borrower on account of Revolving Advances shall be applied first to those Revolving Advances advanced by Agent. On or before 1:00 p.m., on each Settlement Date commencing with the Administrative first Settlement Date following the Closing Date, Agent has requested and Lenders shall make certain payments as follows: (I) if the Lenders aggregate amount of new Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to consent outstanding Revolving Advances during such preceding Week, then each Lender shall provide Agent with funds in an amount equal to a departure or waiver of any provisions its applicable Revolving Advance Commitment Percentage of the Loan Documents or to agree to any amendment thereto, difference between (iiw) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 such Revolving Advances and (iiix) such repayments and (II) if the Required Lenders have agreed aggregate amount of repayments applied to outstanding Revolving Advances during such consent, waiver or amendmentWeek exceeds the aggregate amount of new Revolving Advances made during such Week, then any Agent shall provide each Lender who does not agree with funds in an amount equal to its applicable Revolving Advance Commitment Percentage of the difference between (y) such consent, waiver or amendment shall be deemed a “Non-Consenting Lenderrepayments and (z) such Revolving Advances.”

Amendment to Section 2. 184(b)(i). The second sentence of Section 2.18 (“Replacement 2.4(b)(i) of Lenders”) the Agreement is hereby amended and restated in its entirety as follows: (a) Gannett : “Upon surrender of a Company Certificate, In-the-Money Preferred Warrant and/or In-the-Money Common Warrant for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with the Letter of Transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Company Certificate, In-the-Money Preferred Warrant and/or In-the-Money Common Warrant, as applicable, shall be permitted entitled to replace any Lender receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange therefor as promptly as practicable (1) the number of whole shares of Parent Common Stock (which shall be in non-certificated book entry form unless determined otherwise by Parent) representing, in the aggregate, the sum of (x) ninety percent (90%) of the whole number of shares of Parent Common Stock that (a) requests reimbursement for amounts owing such holder has the right to receive in exchange therefor pursuant to Section 2.14 or 2.15(a2.1(b) (rounding such amount of shares of Parent Common Stock down to the nearest whole share) and (y) one hundred percent (100%) of the whole number of shares of Parent Common Stock that such holder has the right to receive in exchange therefor pursuant to Section 2.1(h) (rounding such amount of shares of Parent Common Stock down to the nearest whole share), (b2) defaults subject to Section 2.4(c) and Article VII, the number of whole shares of Parent Common Stock (which shall be in its obligation non-certificated book entry form unless determined otherwise by Parent) representing, in the aggregate, ten percent (10%) of the whole number of shares of Parent Common Stock that such holder has the right to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below receive in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing exchange therefor pursuant to Section 2.14 or 2.15(a2.1(b) (rounding such amount of shares of Parent Common Stock down to the nearest whole share) (the “Escrow Shares”), which shall not be distributed to such holder but instead shall be deposited in the Escrow Account pursuant to Section 2.4(c), (iii3) the replacement financial institution shall purchase, at par, all Loans and any dividends or other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required distributions payable pursuant to Section 2.14 or 2.15(a), as the case may be, 2.4(d) and (viii4) any such replacement shall not be deemed cash in lieu of fractional shares of Parent Common Stock payable pursuant to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced LenderSection 2.3, and (ix) the replacement financial institution Company Certificate, In-the-Money Preferred Warrant and/or In-the-Money Common Warrant so surrendered shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall forthwith be deemed a “Non-Consenting Lendercancelled.”

Amendment to Section 2. 181. Section 2.18 (“Replacement 2.1(f)(i) of Lenders”) the Credit Agreement is hereby amended so that it reads, in its entirety entirety, as follows: (ai) Gannett Borrower shall be permitted have the right, but not the obligation, after the Third Amendment Effective Date, upon notice to replace any Lender that the Administrative Agent (a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(aa “Commitment Increase Notice”), to request an increase in the aggregate commitments under the Initial Revolving Facility (bwhich may, at the election of Borrower, include a proportionate increase to Letter of Credit Commitment and, with the consent of the Swing Line Lender, include a proportionate increase to Swing Line Commitment) defaults in its obligation to make Loans hereunder or (c) is each, a “Non-Consenting LenderRevolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one Administrative Agent’s consent thereto not to be unreasonably withheld or more increased Five-Year Commitments from one or more other Lendersdelayed) by an aggregate amount of up to $50,000,000; provided that (iA) no commitment of any Lender may be increased without the consent of such replacement does not conflict with any Requirement of LawLender, (iiB) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment Event of amounts owing pursuant to Section 2.14 Default then exists or 2.15(a)would result immediately after giving effect thereto, (iiiC) the replacement financial institution Incremental Revolving Loans (1) shall purchase, at par, all Loans be guaranteed by the Guarantors and other amounts owing shall rank pari passu in right of (x) priority with respect to such replaced Lender on or the Collateral and (y) payment with respect to the Obligations in respect of the Commitments in effect prior to the date of replacement, Revolving Commitment Increase and (iv2) Gannett shall be liable on terms and pursuant to such replaced Lender under Section 2.16 if any Eurodollar Loan owing the documentation applicable to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory existing Commitments or otherwise acceptable to the Administrative Agent, Agent (vi) it being understood that terms not substantially identical to the replaced Lender shall be obligated to make such replacement in accordance with Revolving Facility which are applicable only after the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to thereinthen-existing Maturity Date are acceptable), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ixD) the replacement financial institution Revolving Commitment Increase shall consent, at the time be requested in minimum amounts of such assignment, to $10,000,000 or a higher multiple of $1,000,000. The proceeds of each matter Revolving Commitment Increase may be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase shall be denominated in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that U.S. Dollars. Each Commitment Increase Notice shall set forth (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions amount of the Loan Documents or to agree to any amendment thereto, Revolving Commitment Increase being requested and (ii) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed date on which such Revolving Commitment Increase is requested to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lenderbecome effective.”

Amendment to Section 2. 1813(a). Effective as of the Effective Date, Section 2.18 (“Replacement 2.13(a) of Lenders”) the Credit Agreement is hereby amended and restated in its entirety to read as follows: (a) Gannett Except as permitted or contemplated by Sections 2.11, 2.17, 2.18, 2.19 or 2.20 hereof, each Loan or other borrowing, each payment or prepayment of principal of the Notes, each payment of interest on the Notes, each payment of any fee or other amount payable hereunder and each reduction of the Total Revolving Credit Commitment shall be permitted made pro rata among the Lenders in the proportions that their Revolving Credit Commitments bears to replace the Total Revolving Credit Commitment. Notwithstanding the foregoing, in the event that any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(a), (b) defaults notifies Agent in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or writing prior to the date of replacementa proposed Loan that such Lender will not on such date make such Lender’s ratable portion of such Loan available to the Agent (any such Lender being hereinafter referred to as a “Non-Funding Lender”), (iv) Gannett then, in such event and subject to all other terms and conditions set forth herein, such Loan shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased made pro rata among all Lenders other than on the last day of Non-Funding Lender (such Lenders being hereinafter referred to as the Interest Period relating thereto“Funding Lenders”); provided, however, that (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced no Funding Lender shall be obligated to make any such replacement in accordance with Loan if the provisions Non-Funding Lender declined to make its ratable portion of Section 9.6 such Loan available to Agent as a result of the occurrence of any Default or Event of Default hereunder or nonsatisfaction of any conditions precedent to such loan, and (provided that Gannett ii) no Funding Lender shall be obligated to pay make any such Loan to the registration and processing fee referred to therein), (vii) until Borrower in an aggregate principal amount in excess of such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 Lender’s Term Loan Commitment or 2.15(a)Revolving Credit Commitment, as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Amendment to Section 2. 186.3. Section 2.18 (“Replacement of Lenders”) 2.6.3 is hereby amended and restated in its entirety to read as follows: : "The Borrower may, from time to time (a) Gannett shall be permitted to replace but no more than twice in any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(aone calendar year), by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit H, request that the Aggregate Commitment be increased by up to $500,000,000 in the aggregate (bresulting in a maximum total Aggregate Commitment of $1,250,000,000) defaults in its obligation to make Loans hereunder or by (ci) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or increasing the Commitment of one or more increased Five-Year Commitments from Lenders which have agreed to such increase in their sole and absolute discretion and/or (ii) adding one or more commercial banks or other LendersPersons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by any such Additional Lender; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Additional Lender shall be purchased added as a party hereto without the written consent of the Administrative Agent, the Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed) or if an Unmatured Default or a Default exists. Any increase in the Aggregate Commitment pursuant to this Section 2.6.3 shall be effective three Business Days after the date on which the Administrative Agent, the Issuer and the Swing Line Lender have approved the applicable increase letter in the form of Annex 1 to Exhibit H (in the case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit H (in the case of the addition of a commercial bank or other Person as a new Lender). The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the amount of the Aggregate Commitment pursuant to this Section 2.6.3 and of the Commitment of each Lender after giving effect thereto. The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Additional Lender and each increasing Lender, as applicable, may make arrangements satisfactory to such parties to cause an Additional Lender or an increasing Lender to temporarily hold risk participations in the outstanding Advances of the other Lenders (rather than fund its Percentage of all outstanding Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitment. The Borrower acknowledges that if, as a result of a non-pro-rata increase in the Aggregate Commitment, any Eurodollar Loans are prepaid or converted (in whole or in part) on a day other than on the last day of the an Interest Period relating theretotherefor, (v) the replacement financial institution, if not already a Lender, then such prepayment or conversion shall be reasonably satisfactory subject to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender3.4.”

Amendment to Section 2. 1803(a)(i). The first sentence of Section 2.18 (“Replacement 2.03(a)(i) of Lenders”) the Credit Agreement is amended to read in its entirety as follows: : “Subject to the terms and conditions set forth herein, (aA) Gannett shall be permitted the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to replace time on any Lender that (a) requests reimbursement Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for amounts owing pursuant the account of the Borrower, and to Section 2.14 amend or 2.15(a)extend Letters of Credit previously issued by it, in accordance with subsection (b) defaults below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other LendersLetters of Credit issued for the account of the Borrower and any drawings thereunder; provided that (i) such replacement does not conflict after giving effect to any L/C Credit Extension with respect to any Requirement Letter of LawCredit, (iix) prior to any such replacement, such Lender the Total Outstandings shall have taken no action under Section 2.17 so as to eliminate not exceed the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a)Aggregate Commitments minus the Temporary Availability Block, (iiiy) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day aggregate Outstanding Amount of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Committed Loans of any Lender, shall be reasonably satisfactory to plus such Lender’s Applicable Percentage of the Administrative AgentOutstanding Amount of all L/C Obligations, (vi) plus such Lender’s Applicable Percentage of the replaced Lender shall be obligated to make Outstanding Amount of all Swing Line Loans, minus such replacement in accordance with Lender’s Applicable Percentage of the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein)Temporary Availability Block, (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced exceed such Lender’s Commitment, and (ixz) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions Outstanding Amount of the Loan Documents or to agree to any amendment thereto, (ii) L/C Obligations shall not exceed the consent, waiver or amendment in question requires the agreement Letter of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting LenderCredit Sublimit.”

Amendment to Section 2. 1807. Section 2.18 2.07 of the Credit Agreement is hereby amended by amending and restating clause (“Replacement of Lenders”b)(i) is amended in its entirety thereof as follows: (ai) Gannett shall At any time upon written notice to Agent, Nordson may request that the Total Commitment Amount be permitted increased by an amount not to replace any Lender that exceed Two Hundred Fifty Million Dollars (a$250,000,000) requests reimbursement in the aggregate for amounts owing pursuant to Section 2.14 or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments increases from one or more other Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on Closing Date until the last day of the Interest Period relating theretoCommitment Period, provided that (vA) no Default or Event of Default has occurred and is continuing at the replacement financial institutiontime of such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, if not already together with such written notice, a Lendercopy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be reasonably satisfactory certified by the Secretary of Nordson as being true, correct, complete and in full force and effect, provided, however, that Nordson may not make any such requests after the First Amendment Effective Date. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the Administrative last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (vieach such Bank so agreeing being an “Increasing Bank”) the replaced Lender or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be obligated deemed to make have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such replacement in accordance with the provisions Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of Section 9.6 not less than Ten Million Dollars (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein$10,000,000), (vii) until and Nordson and each Augmenting Bank shall execute all such time documentation as such replacement Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be consummatedmade in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, Gannett shall pay all additional amounts (if any) required pursuant or chooses not to Section 2.14 arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or 2.15(a)new Revolving Commitments, as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions excess of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendmentaggregate increase amount requested by Nordson, then any Lender who does not agree to Agent shall, in consultation with Nordson, determine each such consent, waiver Increasing Bank’s or amendment shall be deemed a “Non-Consenting LenderAugmenting Bank’s percentage of the increased amount.”

Amendment to Section 2. 1802(a) of the ▇▇▇. The reference to “December 31, 2015” shall be replaced with “January 31, 2016” so that Section 2.18 (“Replacement 2.02(a) of Lenders”) the ▇▇▇ is hereby amended and restated to read in its entirety as follows: follows (athe amended portion is underlined and highlighted in yellow): “For as long as HNA, together with its Affiliates, beneficially owns a number of Company Securities that equals to 70% or more of the aggregate number of Company Securities it purchased under the Subscription Agreement, in addition to the HNA Director, HNA shall also be entitled to nominate one (1) Gannett director to the Board of the Company who qualifies as an “independent director” under the independence requirements of Rule 5605(a)(2) of the NASDAQ Stock Market Rules (such requirements, the “Independence Requirements” and such director, or such other individual who may be nominated by HNA from time to time, the “Independent Director”), and the Company shall be permitted arrange for the appointment or election of such Independent Director to replace any Lender that (a) requests reimbursement for amounts owing the Board as soon as practicable after the Closing but in no event later than January 31, 2016, including convening a meeting of the Board or arranging to obtain unanimous signed Board resolutions pursuant to Section 2.14 or 2.15(a)the Memorandum and Articles regarding the appointment of such Independent Director to the Board, (b) defaults and in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18)the case of an election, provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) nominating such replacement does not conflict with any Requirement of Lawindividual to be elected as a director as provided herein, (ii) prior recommending to the Shareholders the election of such Independent Director to the Board in any such replacementmeeting of Shareholders to elect directors, such Lender shall have taken no action under Section 2.17 so as to eliminate including soliciting proxies in favor of the continued need for payment election of amounts owing pursuant to Section 2.14 or 2.15(a)the Independent Director, (iii) including such nomination and recommendation regarding such individual in the replacement financial institution shall purchase, at par, all Loans Company’s notice for any meeting of Shareholders to elect directors and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett if necessary, expanding the size of the Board in order to appoint the Independent Director; provided, however, that the Independent Director candidate shall be liable subject to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day approval of the Interest Period relating theretoBoard, (v) taking into account whether the replacement financial institutionnominated Independent Director meets the Independence Requirements, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement which approval shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lenderunreasonably withheld.”

Amendment to Section 2. 186(a). Section 2.18 (“Replacement 2.6(a) of Lenders”) is the Pooling and Servicing Agreement shall be amended in its entirety to read as follows: (a) Gannett Unless otherwise specified in any Supplement, all accounts which meet the definition of Additional Accounts shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (included as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments Accounts from one or more other Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to after the date of replacementupon which such Additional Accounts are created and all Receivables in such Additional Accounts, (iv) Gannett shall be liable to whether such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a LenderReceivables are then existing or thereafter created, shall be reasonably satisfactory trans- ferred automatically to the Administrative AgentTrust upon purchase by the Transferor. For all purposes of this Agreement, (vi) the replaced Lender all receivables of such Additional Accounts shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett treated as Receivables upon their creation and shall be obligated subject to pay the registration eligibility criteria specified in the definitions of "Eligible Receivable" and processing fee referred to therein)"Eligi- ble Account." Notwithstanding the foregoing, (vii) until such time as such replacement shall the Transferor may elect at any time, or may be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a2.6(f), to suspend the automatic inclusion in Accounts of new accounts which would otherwise be Additional Accounts as of any Business Day (the case may be"Automatic Addition Suspension Date"), (viii) or terminate any such replacement shall not be deemed inclusion as of any Business Day (an "Automatic Addition Termination Date") until a date (the "Restart Date") to be a waiver of any rights that Gannettidentified in writ- ing by the Transferor to the Trustee, the Administrative Agent Servicer and each Rating Agency at least 10 days prior to such Restart Date. Promptly after an Automatic Addition Suspension Date or any other Lender shall have against Automatic Addition Termination Date, or a Restart Date, the replaced Lender, Transferor and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to Trustee agree to execute and the Transferor agrees to record and file at its own expense an 121 amendment to the financing statements referred to in Section 2.1 hereof to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and may, except in connection with any amendment theretosuch filing made after a Restart Date, (ii) release any security interest in any accounts created after the consent, waiver Automatic Addition Suspension Date or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting LenderAutomatic Addition Termina- tion Date.”"

Amendment to Section 2. 185. Section 2.18 2.5 of the Credit Agreement, “Prepayment/Reduction/Increase of Commitment”, is hereby amended and modified by deleting subsection (“Replacement of Lenders”c)(i) is amended thereof in its entirety as followsand by substitution the following in lieu thereof: (ai) Gannett So long as no Event of Default has occurred and is continuing or would result therefrom, from time to time after the Agreement Date and on or before June 2, 2008, Borrower may, upon at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by an amount not to exceed $25,000,000 (the amount of any such increase, the “Additional Commitment Amount”); provided, however, the Borrower shall not be permitted to replace any request such increase in the Revolving Loan Commitments more than three (3) times during the term of this Agreement and the aggregate amount of all Additional Commitment Amounts shall not exceed $25,000,000. Each Lender that (a) requests reimbursement shall have the right for amounts owing pursuant a period of 15 days following receipt of such notice, to Section 2.14 or 2.15(a), (b) defaults in elect by written notice to the Borrower and the Administrative Agent to increase its obligation Revolving Loan Commitment by a principal amount equal to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that the product of (i) such replacement does not conflict with any Requirement of Lawits Revolving Commitment Ratio, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, multiplied by (ii) the consentAdditional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to increase its Revolving Loan Commitment or its other obligations under this Agreement and the other Loan Documents, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed any decision by a Lender to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment increase its Revolving Loan Commitment shall be deemed a “Non-Consenting made in its sole discretion independently from any other Lender.”

Amendment to Section 2. 183(A) of the Loan Agreement. Effective as of ------------------------------------------------- the Effective Date, Section 2.18 (“Replacement 2.3(A) of Lenders”) the Loan Agreement is amended hereby deleted in -------------- its entirety as followsand the following shall be substituted therefor: (aA) Gannett A request for a Revolving Credit Loan shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.14 made, or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannettmade, in the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent.following manner: (b) In the event that (i) Gannett or Borrower may give Lender notice of its intention to borrow, in which notice Borrower shall specify the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions amount of the Loan Documents or to agree to any amendment thereto, proposed borrowing and the proposed borrowing date; (ii) the consent, waiver becoming due of any amount required to be paid under this Agreement or amendment the Term Note or the $4,000,000 Term Note or any Equipment Note as interest shall be deemed irrevocably to be a request for a Revolving Credit Loan on the due date in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 amount required to pay such interest; and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then becoming due of any Lender who does not agree to such consent, waiver or amendment other Obligations shall be deemed irrevocably to be a “Non-Consenting request for a Revolving Credit Loan on the due date in the amount then so due. As an accommodation to Borrower, Lender may permit telephonic requests for Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by Borrower. Unless Borrower specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from Borrower, Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to Lender telephonically or electronically and purporting to have been sent to Lender by any individual from time to time designated by Borrower as an authorized officer and Lender shall have no duty to verify the origin or authenticity of any such communication;".”

Amendment to Section 2. 184. Section 2.18 2.4(c)(v) of the Credit Agreement is hereby amended by inserting the following text immediately after the last sentence thereof: “If at any time the Administrative Agent determines (“Replacement of Lenders”) is amended in its entirety as follows: (a) Gannett which determination shall be permitted to replace any Lender that (aconclusive absent manifest error) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) the circumstances set forth in this Section 2.4(c)(v) have arisen and such replacement does not conflict with any Requirement of Law, circumstances are unlikely to be temporary or (ii) prior the circumstances set forth in this Section 2.4(c)(v) have not arisen but the supervisor for the administrator of the Eurocurrency Base Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurocurrency Base Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to any establish an alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such replacementtime, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.2, such Lender amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have taken no action under received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 2.17 so as 2.4(c)(v) (but, in the case of the circumstances described in clause (ii) of the second sentence of this Section 2.4(c)(v), only to eliminate the continued need extent the Eurocurrency Base Rate for payment of amounts owing pursuant to Section 2.14 such Interest Period is not available or 2.15(apublished at such time on a current basis), (iiix) any Notice of Continuation or Conversion that requests the replacement financial institution shall purchaseconversion of any Advance to, at paror continuation of any Advance as, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett a Eurocurrency Advance shall be liable to such replaced Lender under Section 2.16 ineffective, and (y) if any Eurodollar Loan owing to requests for the making of any Advance requests a Eurocurrency Advance, such replaced Lender Advance shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institutionmade as a Base Rate Advance; provided that, if not already a Lender, such alternate rate of interest shall be reasonably satisfactory to the Administrative Agentless than zero, (vi) the replaced Lender such rate shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver zero for the purposes of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lenderthis Agreement.”

Amendment to Section 2. 1805. Section 2.18 (“Replacement 2.05 of Lenders”) the Credit Agreement is hereby amended and restated in its entirety as follows: (a) Gannett shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) : In the event that (i) Gannett the Term Loans are prepaid, repaid, reduced, refinanced, or replaced in part before the Administrative Agent has requested Maturity Date for any reason (other than as a result of regularly schedule amortization payments (including, without limitation, the Lenders payment due on the Maturity Date), any mandatory prepayment made pursuant to consent to a departure Section 2.02(b)(iii), 2.02(b)(iv) or waiver of any provisions of the Loan Documents 2.02(b)(v), or to agree to any amendment theretoMonthly Prepayments), (ii) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with Obligations are accelerated (whether pursuant to the terms of Section 9.1 and this Agreement, by operation of law, or otherwise), (iii) the Required Lenders have agreed Term Loans are satisfied as a result of a foreclosure sale or by any other enforcement means (including, without limitation, in connection with the sale during any Event of Default or foreclosure upon the Collateral or pursuant to, or as the consequence of, any regulatory or judicial enforcement or other actions from any Governmental Authority), or (iv) an Event of Default occurs under Section 8.01(e) (whether or not a claim for the Early Termination Fee is allowed in such proceeding), then, on the effective date of such event described in any of the foregoing clauses (i), (ii), (iii) or (iv), the outstanding balance of the Term Loans shall include, in addition to all other Obligations, the Early Termination Fee; provided that, for the avoidance of doubt, so long as no Event of Default exists at the time of such consentpayment or prepayment, waiver or amendment, then any Lender who does the Early Termination Fee shall not agree apply to such consent, waiver or amendment the prepayment in full of the outstanding Term Loans and all other outstanding Obligations. The Early Termination Fee shall be deemed for the pro rata benefit of the Term Lenders, as liquidated damages and compensation for the costs of being prepared to make funds available hereunder. The Credit Parties agree that the Early Termination Fee is a “Non-Consenting Lenderreasonable calculation of the Term Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from a repayment, prepayment and/or an early repayment of the Term Loans.”

Amendment to Section 2. 18. Section 2.18 (“Replacement 2 of Lenders”) the Registration Rights Agreement is hereby amended in its entirety as followsby: (a) Gannett shall be permitted to replace any Lender that (areplacing the number “50,000,000” in Section 2(a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent.number “25,000,000”; (b) In deleting Section 2(b)(i) in its entirety and replacing it with the event following: “first, the securities for which inclusion in such Demand Registration was requested by the Demand Shareholders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, such that each Demand Shareholder sells the number of Registrable Securities (ithe “Allocated Shares”) Gannett equal to either (1) if the number of Registrable Securities for which inclusion in such Demand Registration was requested by such Demand Shareholder (such number, the “Requested Shares”) is equal to, or less than, 33-1/3% of the Administrative Agent has requested Maximum Offering Size (any Demand Shareholder making such a request, a “Full Allocation Demand Shareholder”), then the Lenders Requested Shares; or (2) if the Requested Shares are greater than 33-1/3% of the Maximum Offering Size (any Demand Shareholder making such a request, an “Excess Demand Shareholder”), then the number of Registrable Securities equal to consent to a departure or waiver the quotient obtained by dividing (A) the difference between the Maximum Offering Size and the total number of Requested Shares of any provisions Full Allocation Demand Shareholders, by (B) the number of Excess Demand Shareholders, provided that if the application of this clause (2) would result in an allocation to any Excess Demand Shareholder in excess of its Requested Shares, such excess shall be allocated instead to the other Excess Demand Shareholder which was not allocated its Requested Shares in full; provided further that for the purposes of the Loan Documents or to agree to any amendment theretoallocation in this Section 2(b)(i), (iix) Sprint and its successors and permitted assigns that are each Requisite Shareholders and are participating in such offering (the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii“Sprint Demand Shareholders”) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a to constitute one Demand Shareholder, (y) Virgin and its successors and permitted assigns that are each Requisite Shareholders and are participating in such offering (the “Non-Consenting LenderVirgin Demand Shareholders”) shall be deemed to constitute one Demand Shareholder and (z) SK Telecom and its successors and permitted assigns that are each Requisite Shareholders and are participating in such offering (the “SK Telecom Demand Shareholders”) shall be deemed to constitute one Demand Shareholder; and provided further, that following the allocation described above, each of Sprint, Virgin and SK Telecom shall have the right to determine the further allocation of their respective Allocated Shares among the Sprint Demand Shareholders, the Virgin Demand Shareholders and the SK Telecom Demand Shareholders, respectively, in their sole discretion”; and (c) replacing the number “50,000,000” in Section 2(d) with the number “25,000,000”.”

Amendment to Section 2. 1810. Section 2.18 (“Replacement 2.10 of Lenders”) the Credit Agreement hereby is amended by deleting it in its entirety and substituting the following therefor: The Borrower shall repay or prepay Loans and the Revolving Loans in an amount equal to (i) 50% of Net Cash Proceeds, up to the first $50,000,000 of Net Cash Proceeds and 100% of Net Cash Proceeds in excess of thereof and (ii) 75% of any Excess Cash Flow. Payments pursuant to the foregoing clause (i) shall be made within 15 Business Days after the receipt of Net Cash Proceeds (except that prepayments from proceeds of Subordinated Debt shall be made on the date of receipt of such proceeds); provided, that amounts not included in Net Cash Proceeds pursuant to clause (iv)(C) of the definition thereof which have not been used or committed to be used within 180 days from the casualty or condemnation of such Property to restore or replace the relevant Property shall be paid on such 180th day. Payments pursuant to the foregoing clause (ii) shall be made on the date the Borrower furnishes its annual financial statements to the Lenders pursuant to Section 5.01(a) (or on the date such statements are required to be so furnished pursuant to such section, if they have not been furnished by such date). Prepayments pursuant hereto shall be made to the Administrative Agent and to the Revolver Agent, for the ratable account of the Revolver Banks and the Lenders, based on the aggregate amount of the Revolver Commitments and the aggregate principal balance of the Loans as followsof the time of the payment; provided, that: (a1) Gannett shall be permitted to replace any Lender that (aa "Declining Lender") requests reimbursement for amounts owing may, by notice to the Administrative Agent as provided below, decline to accept any particular prepayment pursuant to Section 2.14 or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18)2.10, provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) such replacement does not conflict with in which event the amount of any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing prepayment otherwise payable to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Declining Lender shall be purchased other than on paid to the last day Revolver Agent for the ratable account of the Interest Period relating theretoRevolver Banks, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory subject to the Administrative Agent, provisions of subclause (vi2) below; and (2) from and after the replaced Lender shall be obligated date that the Revolver Commitments have been reduced to make such replacement $150,000,000 by payments made pursuant hereto and in accordance with Section 2.08 of the provisions of Section 9.6 (provided that Gannett Revolver Credit Agreement, such repayments or prepayments shall be obligated made solely to pay the registration Lenders, other than any Lenders which are Declining Lenders with respect thereto (and processing fee referred the amount of any prepayment otherwise payable to thereina Declining Lenders shall be not be subject to prepayment pursuant to this Section 2.08, except as provided in subclause (2) below), until the Loans are paid in full, and (vii3) until notwithstanding the reduction of the Revolver Commitments to $150,000,000 by prepayments pursuant hereto in accordance with Section 2.08 of the Revolving Credit Agreement, but only with respect to any sale of Collateral, to the extent of any Net Cash Proceeds from such time as such sale which are not used to purchase replacement Collateral having equal or greater value and are not paid to the Declining Lenders pursuant to subclause (2) above shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant used to Section 2.14 or 2.15(a), as prepay the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced LenderRevolving Loans, and (ix) the replacement financial institution Revolver Commitments shall consent, at be reduced by the time amount of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders prepayments in accordance with the terms of Section 9.1 the Revolver Credit Agreement. At least 10 Business Days prior to any sale giving rise to Net Cash Proceeds subject to clause (i) hereof, the Borrower shall send a notice to the Administrative Agent (a "Sale Notice") which describes, with respect to such sale, (1) the property to be sold, (2) the anticipated sale date, (3) the anticipated gross sale proceeds and (iii4) the Required anticipated Net Sale Proceeds. Promptly upon receipt of the Sale Notice, the Administrative Agent shall send a copy thereof to each Lender and each Revolver Bank. Within 5 Business Days after the completion of such sale, the Borrower shall notify the Administrative Agent of the actual gross sale proceeds and Net Cash Proceeds received in connection therewith. At least 20 Business Days prior to furnishing its annual statements to the Lenders have agreed pursuant to Section 5.01(a) (or on the date such statements are required to be so furnished pursuant to such consentsection, waiver if they have not been furnished by such date), the Borrower shall send a notice to the Administrative Agent (an "Excess Cash Flow Notice", setting forth the amount of Excess Cash Flow payable pursuant hereto with respect to the Fiscal Year just ended. Promptly upon receipt of the Excess Cash Flow Notice, the Administrative Agent shall send a copy thereof to each Lender and each Revolver Bank. Within 15 Business Days after receipt of a copy of a Sale Notice or amendmentany Excess Cash Flow Notice, then each Term Lender desiring to waive a prepayment hereunder shall so notify the Administrative Agent in writing (and any Term Lender who does not agree which fails to give such consent, waiver or amendment notice within such period shall be deemed a “Non-Consenting Lendernot to have waived such payment). All prepayments made for the account of the Lenders pursuant to this Section 2.10 shall be accompanied by any amount required to be paid pursuant to Sections 2.07 and 8.05(a), and shall be applied in installments of principal in the inverse order of maturity.”

Amendment to Section 2. 18. Section 2.18 (“Replacement 1 of Lenders”) is amended in its entirety as follows:the Credit Agreement (a) Gannett shall no Event of Default may have occurred and be permitted continuing and the Borrower must deliver a certificate to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that the Agent confirming the same and confirming (i) such replacement does not conflict with any Requirement of Law, its corporate authorization to make the increase and (ii) prior the truth and accuracy of its representations and warranties contained in this Agreement, other than those expressly stated to any such replacementbe made as of a specific date, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment if those representations authorities had been made on and as of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent.increase; (b) In the event that Guarantor must confirm its guarantee; (ic) Gannett or the Administrative Borrower must deliver opinions of Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, and any applicable local counsel (including Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP) addressed to the Agent has requested and the Lenders in form and substance as may be required by the Agent, acting reasonably (and such opinions the must, inter alia, opine as to consent to a departure or waiver of any provisions the corporate authorization of the Loan Documents or Borrower to agree effect such increase); (d) after giving effect to any amendment theretosuch increase, the maximum principal amount of the Credit must not exceed Cdn.$2,750,000,000; (iie) if a financial institution that is not currently a Lender provides a Commitment, Section 9.2 must be complied with (subject to any necessary changes of detail), including execution by the consentfinancial institution of an agreement comparable to an Assignment and Assumption by which the financial institution agrees to become a Lender; and (f) adjustments will be made to Advances that are outstanding as of the date of the increase to reflect the revised Applicable Percentages of the Lenders that result from the increase as soon as the Agent considers that it is practicable and convenient to do so, waiver and in any event when those Advances are rolled over and/or converted to another form of Advance; the previously existing and new Lenders shall execute and deliver such documentation as is reasonably required by the Agent to the effect any such adjustments, including indemnification arrangements, the partial assignment of Advances or amendment in question requires the agreement purchase of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lenderparticipations from Lenders.”

Amendment to Section 2. 181(b). Effective as of the date hereof, Section 2.18 (“Replacement 2.1(b) of Lenders”) is the Agreement shall be amended in its entirety and restated as follows: (a) Gannett shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.14 or 2.15(a), (b) defaults in its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, Except as provided in clauses (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that Gannett, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii) below, after the Required Lenders have agreed Closing Date, on each Business Day prior to the Facility Termination Date, all of the Funding Seller’s right, title and interest in and to all newly created Receivables and associated Related Rights that the Funding Seller, immediately prior to the sales contemplated hereunder, acquires from the Initial Purchaser on each such Business Day pursuant to the terms of the Contribution Agreement, shall be, and hereby are, sold, transferred, assigned, set over and otherwise conveyed to the Purchaser without any further action by the Funding Seller or any other Person. (ii) Notwithstanding any of the foregoing set forth in clause (i) above, on the Amendment Effective Date and solely with respect to Designated November 2014 Receivables and associated Related Rights, all of the Funding Seller’s right, title and interest in and to such consentDesignated November 2014 Receivables and associated Related Rights that the Funding Seller, waiver immediately prior to the sales contemplated hereunder, acquires from the Initial Purchaser on the Amendment Effective Date pursuant to the terms of the Contribution Agreement, shall be, and hereby are, sold, transferred, assigned, set over and otherwise conveyed to the Purchaser without any further action by the Funding Seller or amendmentany other Person; and, then in connection with the foregoing, the parties hereto, for all purposes, shall account for each Designated November 2014 Receivable as if it had been sold by the applicable November 2014 Joining Originator (and further conveyed to the Purchaser pursuant to the Transaction Documents) on the date it was originated. (iii) Notwithstanding any Lender who does not agree of the foregoing set forth in clauses (i) and (ii) above, the parties hereto confirm and ratify, and the Funding Seller represents and warrants, that all of the Funding Seller’s right, title and interest in and to the Designated SunCom Receivables and associated Related Rights that the Funding Seller acquired from the Initial Purchaser pursuant to the terms of the Contribution Agreement, have been sold, transferred, assigned, set over and otherwise conveyed to the Purchaser as of the date of such consentacquisition without any further action by the Funding Seller or any other Person; and, waiver or amendment in connection with the foregoing, the parties hereto, for all purposes, shall be deemed a “Non-Consenting Lenderaccount for each Designated SunCom Receivable as if it had been sold by the January 2015 Joining Originator (and further conveyed to the Purchaser pursuant to the Transaction Documents) on the date it was originated.”

Amendment to Section 2. 1819(a)(i). Section 2.18 (“Replacement 2.19(a)(i) of Lenders”) the Credit Agreement is amended in its entirety to read as follows: (ai) Gannett shall be permitted Subject to replace the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.19, (1) from time to time on any Lender that (a) requests reimbursement Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit in U.S. dollars for amounts owing pursuant the account of the Borrower or any of its Subsidiaries, and to Section 2.14 amend or 2.15(a)extend Letters of Credit previously issued by it, in accordance with subsection (b) defaults below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its obligation to make Loans hereunder or (c) is a “Non-Consenting Lender” (as defined below in this Section 2.18), provided that all such Non-Consenting Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other LendersSubsidiaries and any drawings thereunder; provided that (i) such replacement does not conflict after giving effect to any L/C Credit Extension with respect to any Requirement Letter of LawCredit, (iiw) prior to any such replacement, such Lender the Aggregate Outstanding Credit Exposure shall have taken no action under Section 2.17 so as to eliminate not exceed the continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a)Aggregate Commitments, (iiix) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Gannett shall be liable to such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day aggregate outstanding amount of the Interest Period relating theretoLoans of any Lender, plus such Lender's Pro Rata Share of the outstanding amount of all L/C Obligations, shall not exceed such Lender's Commitment and (vy) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to outstanding amount of the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that Gannett shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, Gannett shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.15(a), as the case may be, (viii) any such replacement L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a waiver of any rights representation by the Borrower that Gannettthe L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Administrative Agent or any other Lender Borrower's ability to obtain Letters of Credit shall have against the replaced Lenderbe fully revolving, and (ix) accordingly the replacement financial institution shall consentBorrower may, at during the time foregoing period, obtain Letters of such assignment, Credit to each matter in respect replace Letters of which such Non-Consenting Lenders refused to consentCredit that have expired or that have been drawn upon and reimbursed. (b) In the event that (i) Gannett or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”