0000928464-15-000012 Sample Contracts

LETTER AGREEMENT
Letter Agreement • March 2nd, 2015 • Icahn Carl C

This Letter Agreement, dated March 1, 2015 (this "Agreement"), is by and among the persons and entities listed on Schedule A hereto (collectively, the "Icahn Group", and individually a "member" of the Icahn Group) and Gannett Co., Inc. (the "Company"). Reference is made to the Company's August 4, 2014 announcement to separate its publishing business into its own publicly traded company (such separation, the "Separation"; the effective time of the consummation of such Separation, the "Separation Effective Time"; and such company, "SpinCo").

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