GANNETT CO., INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 9, 2018 4.750% Convertible Senior Notes due 2024Indenture • April 9th, 2018 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
INDENTURE dated as of April 9, 2018 between GANNETT CO., INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN GANNETT CO., INC. AND GANNETT SPINCO, INC. DATED AS OF JUNE 26, 2015Separation and Distribution Agreement • June 29th, 2015 • Gannett Co., Inc. • Periodicals: publishing or publishing & printing • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 26, 2015 (this “Agreement”), is by and between Gannett Co., Inc., a Delaware corporation (“Parent”), and Gannett SpinCo, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2015 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
AWARD AGREEMENT STOCK UNITSAward Agreement • July 30th, 2015 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of July 28, 2015, constitute the formal agreement governing this award.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN GANNETT CO., INC. AND GANNETT SPINCO, INC. DATED AS OF JUNE 26, 2015Transition Services Agreement • June 30th, 2015 • Gannett Co., Inc. • Periodicals: publishing or publishing & printing • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of June 26, 2015 (this “Agreement”), is by and between Gannett Co., Inc., a Delaware corporation (“Parent”), and Gannett SpinCo Inc., a Delaware corporation (“SpinCo”).
AGREEMENT AND PLAN OF MERGER by and among GANNETT CO., INC., RAPTOR MERGER SUB, INC. and REACHLOCAL, INC. Dated as of June 27, 2016Merger Agreement • June 27th, 2016 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2016 (this “Agreement”), is made by and among Gannett Co., Inc., a Delaware corporation (the “Parent”), Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and ReachLocal, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
TAX MATTERS AGREEMENTTax Matters Agreement • June 30th, 2015 • Gannett Co., Inc. • Periodicals: publishing or publishing & printing • Delaware
This Tax Matters Agreement (the “Agreement”), dated as of June 26, 2015, is by and among Gannett Co., Inc., a Delaware corporation (“Parent”), and Gannett SpinCo, Inc., a Delaware corporation (“SpinCo”), and all of its direct and indirect Subsidiaries (SpinCo and its present and future Subsidiaries shall be collectively referred to herein as the “SpinCo Entities”).
AWARD AGREEMENT STOCK UNITSRestricted Stock Unit Award Agreement • December 12th, 2018 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of January 1, 2019, constitute the formal agreement governing this award.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN GANNETT CO., INC. AND GANNETT SPINCO, INC. DATED AS OF JUNE 26, 2015Employee Matters Agreement • June 29th, 2015 • Gannett Co., Inc. • Periodicals: publishing or publishing & printing • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of June 26, 2015 (this “Agreement”), is by and between Gannett Co., Inc., a Delaware corporation (“Parent”), and Gannett SpinCo, Inc., a Delaware corporation (“SpinCo”).
CREDIT AGREEMENT among GANNETT CO., INC. (f/k/a GANNETT SPINCO, INC.), The Several Lenders from Time to Time Parties Hereto,Credit Agreement • June 30th, 2015 • Gannett Co., Inc. • Periodicals: publishing or publishing & printing • New York
CREDIT AGREEMENT, dated as of June 29, 2015, among GANNETT CO., INC., a Delaware corporation (f/k/a GANNETT SPINCO, INC.) (the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder (in such capacity, together with its successors, the “Administrative Agent”), JPMORGAN CHASE BANK, N.A. and PNC BANK, N.A. and US BANK, NATIONAL ASSOCIATION, as co-syndication agents (the “Co-Syndication Agents”).
Gannett Co., Inc. PURCHASE AGREEMENTPurchase Agreement • April 9th, 2018 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
AWARD AGREEMENT PERFORMANCE SHARESPerformance Shares Award Agreement • December 12th, 2018 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of January 1, 2019, constitute the formal agreement governing this award.
Employment Retention AgreementEmployment Retention Agreement • May 6th, 2019 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Virginia
This Employment Retention Agreement (the "Agreement") is made and entered into as of January 15, 2019, by and between Gannett Co., Inc. (the "Company") and Maribel Wadsworth (“Executive").
AGREEMENT AND PLAN OF MERGER by and among NEW MEDIA INVESTMENT GROUP INC., GANNETT CO., INC., ARCTIC HOLDINGS LLC and ARCTIC ACQUISITION CORP. Dated as of August 5, 2019Merger Agreement • August 6th, 2019 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made on August 5, 2019 (the “Agreement”), and shall be effective from and after the Effective Time (as defined below), by and among NEW MEDIA INVESTMENT GROUP INC., a Delaware corporation (the “Company”), and FIG LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”). This Agreement amends and restates, in its entirety, the Amended and Restated Management and Advisory Agreement, dated as of March 6, 2015 (the “Original A&R Management Agreement”), by and among the Company and the Manager.
ContractMerger Agreement • October 8th, 2015 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Wisconsin
AWARD AGREEMENT STOCK UNITSAward Agreement • July 30th, 2015 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of July 28, 2015, constitute the formal agreement governing this award.
LETTER AGREEMENTLetter Agreement • May 1st, 2015 • Gannett SpinCo, Inc. • Periodicals: publishing or publishing & printing
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”).
EMPLOYMENT AND SEPARATION AGREEMENTEmployment Agreement • June 9th, 2015 • Gannett SpinCo, Inc. • Periodicals: publishing or publishing & printing • Delaware
This Agreement (“Agreement”) is made as of June 5, 2015 between Gannett Co., Inc., a Delaware corporation, for itself and its subsidiary, related and affiliated companies and their officers and directors, as well as for the companies anticipated to follow the completion of the separation (the “Spin”) of the business into Gannett/SpinCo and TEGNA/RemainCo, their subsidiary, related and affiliated companies and their officers and directors (collectively, “Gannett”), and David Payne for himself and for his heirs and assigns (“Payne”).
Gannett Co., Inc.Participation Agreement • June 30th, 2015 • Gannett Co., Inc. • Periodicals: publishing or publishing & printing
I, the undersigned Participant, hereby agree to be bound by the terms and conditions of the 2015 Key Employee Life Insurance Plan (“KELIP”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 27th, 2016 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
THIS TENDER AND SUPPORT AGREEMENT, dated as of June 27, 2016 (this “Agreement”), by and among Gannett Co., Inc., a Delaware corporation (“Parent”), Raptor Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and each of the stockholders of ReachLocal, Inc., a Delaware corporation (the “Company”), named in Schedule 1 attached hereto (each, a “Principal Holder”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 20th, 2019 • Gannett Media Corp. • Newspapers: publishing or publishing & printing • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of November 19, 2019 (the “First Supplemental Indenture”), is entered into by and among Gannett Co., Inc., a Delaware corporation (the “Company”), New Media Investment Group Inc., a Delaware corporation (“New Media”) and U.S. Bank National Association (the “Trustee”).
AWARD AGREEMENT STOCK UNITSRsu Award Agreement • December 14th, 2017 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of January 1, 2018, constitute the formal agreement governing this award.
AWARD AGREEMENT PERFORMANCE UNITSPerformance Unit Award Agreement • December 12th, 2018 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of January 1, 2019, constitute the formal agreement governing this award.
AWARD AGREEMENT PERFORMANCE SHARESPerformance Shares Agreement • December 14th, 2017 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of January 1, 2018, constitute the formal agreement governing this award.
FORM OF MORTGAGEMortgage • November 6th, 2015 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
THIS MORTGAGE, dated as of September 25, 2015 is made by _____________________, a ___________________ (“Mortgagor”), whose address is c/o Gannett Co., Inc., 7950 Jones Branch Drive, McLean, VA 22107, to JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, “Mortgagee”), whose address is 500 Stanton Christiana Road, Ops 2, Newark, DE 19713. References to this “Mortgage” shall mean this instrument and any and all renewals, modifications, amendments, supplements, extensions, consolidations, substitutions, spreaders and replacements of this instrument.
Gannett Company, Inc.Participation Agreement • June 9th, 2015 • Gannett SpinCo, Inc. • Periodicals: publishing or publishing & printing
I, the undersigned Participant, hereby agree to be bound by the terms and conditions of the 2015 Key Employee Life Insurance Plan (“KELIP”).
AWARD AGREEMENT PERFORMANCE SHARESPerformance Share Award Agreement • December 14th, 2015 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of January 1, 2016, constitute the formal agreement governing this award.
February 19, 2016 Gannett Co., Inc. 7950 Jones Branch Drive McLean, Virginia 22107 Attention: Chief Financial Officer Re: Confidentiality Agreement Ladies and Gentlemen:Confidentiality Agreement • July 11th, 2016 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
In connection with the consideration of a possible negotiated business transaction (a “Possible Transaction”) between ReachLocal, Inc. (the “Company”) and Gannett Co. Inc. (“you;” each of you and the Company may be referred to herein as a “Party” and collectively as the “Parties”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain information concerning the Company’s or its affiliates’ business, financial condition, operations, assets and liabilities. As a condition to such information being furnished to you, you agree that you will, and will cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement and take or abstain from taking certain other actions as set forth herein. The term “affiliates” has the meaning given to it under the Securities Exchange Act of 1934, as amended (the “1934 Act”). The term “Representatives” shall include your office
PRIVATE AND CONFIDENTIALMerger Agreement Amendment • July 2nd, 2018 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing
AGREEMENT AND RELEASEAgreement and Release • June 9th, 2015 • Gannett SpinCo, Inc. • Periodicals: publishing or publishing & printing
This Agreement and Release, dated this 8th day of June 2015, is made between Gannett Co., Inc., a Delaware corporation, for itself and its subsidiary, related and affiliated companies and their officers and directors, as well as for the companies anticipated to follow the completion of the separation (the “Spin”) of the business into Gannett/SpinCo and TEGNA/RemainCo, their subsidiary, related and affiliated companies and their officers and directors (collectively, “Gannett”) and Lawrence S. Kramer (hereinafter “KRAMER”) to confirm certain reciprocal obligations, including but not limited to certain severance payments to be made by GANNETT to KRAMER.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 30th, 2019 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of October 29, 2019, by and among New Media Investment Group Inc., a Delaware corporation (“Parent”), Gannett Co., Inc., a Delaware corporation (the “Company”), Arctic Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Intermediate Holdco”), and Arctic Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Intermediate Holdco (“Merger Sub”).
Employment Retention AgreementEmployment Retention Agreement • December 7th, 2018 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Employment Retention Agreement (the “Agreement”) is made and entered into as of November 30, 2018, by and between Gannett Co., Inc. (the “Company”) and Barbara W. Wall (“Executive”).
GUARANTEE AGREEMENT made by THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of June 29, 2015Guarantee Agreement • June 30th, 2015 • Gannett Co., Inc. • Periodicals: publishing or publishing & printing • New York
GUARANTEE AGREEMENT, dated as of June 29, 2015, made by each Material Domestic Subsidiary of Gannett Co., Inc., a Delaware corporation (f/k/a Gannett SpinCo, Inc.) (the “Borrower”), listed on the signature pages hereto (the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of June 29, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, certain other parties and the Administrative Agent and the other agents named therein.
FIRST AMENDMENTCredit Agreement • February 25th, 2016 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • New York
FIRST AMENDMENT, dated as of December 18, 2015 (this “Amendment”), to the CREDIT AGREEMENT, dated as of June 29, 2015 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among GANNETT CO., INC., a Delaware corporation (f/k/a Gannett SpinCo, Inc.) (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and PNC BANK, N.A. and US BANK, NATIONAL ASSOCIATION, as co-syndication agents (in such capacities, the “Co-Syndication Agents”).
EXHIBIT D CASH AWARD AGREEMENTCash Award Agreement • February 22nd, 2017 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of _______ __, 2016, constitute the formal agreement governing this award.
