RECITALSStock Purchase Agreement • November 5th, 1998 • Central Newspapers Inc • Newspapers: publishing or publishing & printing • Indiana
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 29th, 2000 • Central Newspapers Inc • Newspapers: publishing or publishing & printing • Indiana
ARTICLE I DEFINITIONSCredit Agreement • December 9th, 1998 • Central Newspapers Inc • Newspapers: publishing or publishing & printing • California
1 Exhibit 1.1 Central Newspapers, Inc. Class A Common Stock, Without Par ValueCentral Newspapers Inc • November 10th, 1998 • Newspapers: publishing or publishing & printing • New York
RECITALSCredit Agreement • December 9th, 1998 • Central Newspapers Inc • Newspapers: publishing or publishing & printing
AmongAgreement and Plan of Merger • March 23rd, 2000 • Central Newspapers Inc • Newspapers: publishing or publishing & printing • Delaware
Agreement ---------Stock Purchase Agreement • April 30th, 1997 • Central Newspapers Inc • Newspapers: publishing or publishing & printing • Indiana
EXHIBIT 2.2 VOTING AND TENDER AGREEMENT Voting and Tender Agreement (the "Agreement" or "Voting and Tender Agreement") dated as of June 28, 2000 among the Eugene C. Pulliam Trust (the "Trust"), Gannett Co., Inc., a Delaware corporation ("Parent"), and...Voting and Tender Agreement • June 29th, 2000 • Central Newspapers Inc • Newspapers: publishing or publishing & printing • Indiana
1 2 with or constitute a default under any contract, agreement, instrument, judgment, decree or other indenture to which the Company is a party or by which the Company otherwise is bound; andStock Purchase Agreement • December 9th, 1998 • Central Newspapers Inc • Newspapers: publishing or publishing & printing • Indiana
Agreement ---------Additional Purchase Agreement • May 28th, 1997 • Central Newspapers Inc • Newspapers: publishing or publishing & printing • Indiana
EXHIBIT 10 EXECUTIVE CHANGE OF CONTROL AGREEMENT AGREEMENT effective as of as of May 23, 2000 between Central Newspapers, Inc. (the "Company") and Thomas K. MacGillivray ("Executive"). WHEREAS, Executive is currently a valued employee of the Company;...Change of Control Agreement • July 21st, 2000 • Central Newspapers Inc • Newspapers: publishing or publishing & printing • Arizona
EXHIBIT 8 EXECUTIVE CHANGE OF CONTROL AGREEMENT AGREEMENT effective as of as of May 23, 2000 between Central Newspapers, Inc. (the "Company") and Eric S. Tooker ("Executive"). WHEREAS, Executive is currently a valued employee of the Company; and...Change of Control Agreement • July 21st, 2000 • Central Newspapers Inc • Newspapers: publishing or publishing & printing • Arizona
TERMINATION BENEFITS AGREEMENT In consideration of Louis A. Weil, III (the "Executive") accepting employment effective January 1, 1996, as President and Chief Executive Officer of Central Newspapers, Inc., an Indiana corporation (the "Company"), the...Termination Benefits Agreement • March 22nd, 1996 • Central Newspapers Inc • Newspapers: publishing or publishing & printing • Indiana
EXHIBIT 11 EXECUTIVE CHANGE OF CONTROL AGREEMENT AGREEMENT effective as of May 24, 2000 between Central Newspapers, Inc. (the "Company") and _______________ ("Executive"). WHEREAS, Executive is currently a valued employee of the Company; and WHEREAS,...Executive Change of Control Agreement • July 21st, 2000 • Central Newspapers Inc • Newspapers: publishing or publishing & printing • Arizona
OPTION The Trust hereby grants the Company the option to purchase up to 1.5 million shares of the Company's Class A Common Stock or equivalents held by the Trust for a purchase price of $67 per share (the "Option"). The Option can only be exercised in...Standstill and Option Agreement • November 5th, 1998 • Central Newspapers Inc • Newspapers: publishing or publishing & printing
