AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 15th, 2000 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • Indiana
UNDERWRITING AGREEMENTUnderwriting Agreement • March 14th, 2002 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing
CONFORMED COPY COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENTGannett Co Inc /De/ • March 14th, 2002 • Newspapers: publishing or publishing & printing • New York
W I T N E S S E T H : - - - - - - - - - - -Gannett Co Inc /De/ • March 27th, 2001 • Newspapers: publishing or publishing & printing • New York
Exhibit 10-9 EMPLOYMENT AGREEMENT This Agreement is made as of January 1, 2001, between Gannett Co., Inc., a Delaware corporation ("Gannett"), and Douglas H. McCorkindale ("McCorkindale"). Mr. McCorkindale has contributed substantially to the growth...Employment Agreement • March 27th, 2001 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • Delaware
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • March 14th, 2002 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • New York
SECOND AMENDMENTSecond Amendment • August 15th, 2001 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • New York
dated as of December 1, 1993 between GANNETT CO., INC. and BANK OF AMERICA NT&SA, MORGAN GUARANTY TRUST COMPANY, NATIONSBANK N.A. (CAROLINAS), FIRST CHICAGO NBD, CITIBANK, N.A., THE FUJI BANK, LIMITED, TORONTO DOMINION (TEXAS), INC., WACHOVIA BANK OF...Credit Agreement • November 13th, 1996 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • New York
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN GANNETT CO., INC. AND GANNETT SPINCO, INC. DATED AS OF JUNE 26, 2015Separation and Distribution Agreement • July 2nd, 2015 • Tegna Inc • Newspapers: 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.
AMENDMENT NUMBER TWOCredit Agreement • March 29th, 1996 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • New York
and THE CHASE MANHATTAN BANK, THE FIRST NATIONAL BANK OF CHICAGO, MORGAN GUARANTY TRUST COMPANY, NATIONSBANK, N.A., WACHOVIA BANK, N.A., BANK OF AMERICA NT&SA, CITIBANK, N.A., MARINE MIDLAND BANK, WELLS FARGO BANK, BANK OF HAWAII, CRESTAR BANK, FIRST...Number • August 12th, 1998 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • New York
AWARD AGREEMENT STOCK UNITSAward Agreement • August 3rd, 2023 • Tegna Inc • Television broadcasting stations • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of June 1, 2023, constitute the formal agreement governing this award.
AWARD AGREEMENT PERFORMANCE SHARESAward Agreement • May 10th, 2023 • Tegna Inc • Television broadcasting stations • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of #GrantDate#, constitute the formal agreement governing this award.
Clifton A. McClelland II Senior Vice President and Controller [Signature Page to Fourteenth Amendment] JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Inderjeet Aneja Title: Executive Director Exhibit A [see attached] AMENDED AND RESTATED...Credit Agreement • May 23rd, 2023 • Tegna Inc • Television broadcasting stations • New York
AWARD AGREEMENT STOCK UNITSAward Agreement • August 8th, 2022 • Tegna Inc • Television broadcasting stations • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of June __, 2022, 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 • July 2nd, 2015 • Tegna Inc • Newspapers: 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”).
TAX MATTERS AGREEMENTTax Matters Agreement • July 2nd, 2015 • Tegna Inc • Newspapers: 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 PERFORMANCE SHARESAward Agreement • May 9th, 2017 • Tegna Inc • Television broadcasting stations • Delaware
The Executive Compensation Committee of the TEGNA Inc. Board of Directors has approved your opportunity to receive Performance Shares (referred to herein as “Performance Shares”) under the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010), as amended, as set forth below.
COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT among GANNETT CO., INC., The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, and THE CHASE MANHATTAN BANK, as Syndication Agent Dated as of July 28,...Gannett Co Inc /De/ • August 9th, 2000 • Newspapers: publishing or publishing & printing • New York
AGREEMENTAgreement • March 1st, 2005 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • Delaware
This Agreement is dated February 25, 2005 (the “Contract Date”), and is between Gannett Co., Inc., a Delaware corporation (“Gannett”), and Thomas L. Chapple (“Executive”). Executive is Gannett’s Senior Vice President, Chief Administrative Officer and General Counsel and has been employed by Gannett for more than 28 years. As a key member of senior management of Gannett, Executive has contributed substantially to the growth and success of Gannett. Executive’s current responsibilities include supervision of the following company-wide activities: Human Resources, Legal Affairs, Corporate Communications, federal and state Government Relations, Security, Flight Operations, Travel Services, and the Gannett Foundation. His responsibilities also include supervision of Corporate Facilities, full attendance at all Gannett Board and Board committee meetings (other than executive sessions), board membership on Newsquest PLC, and other responsibilities as have been assigned by the Board or the CEO.
UNIT PURCHASE AGREEMENT dated as of August 5, 2014 by and among GANNETT CO., INC., CLASSIFIED VENTURES, LLC, and THE UNITHOLDERS OF CLASSIFIED VENTURES, LLC PARTY HERETOUnit Purchase Agreement • August 5th, 2014 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • Delaware
This UNIT PURCHASE AGREEMENT, dated as of August 5, 2014 (this “Agreement”), is hereby entered into by and among Gannett Co., Inc., a Delaware corporation (“Purchaser”), Classified Ventures, LLC, a Delaware limited liability company (the “Company”), the undersigned Seller Subsidiaries (as defined below) and the applicable undersigned parent of each Seller Subsidiary (individually a “Seller” and collectively the “Sellers”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN GANNETT CO., INC. AND GANNETT SPINCO, INC. DATED AS OF JUNE 26, 2015Employee Matters Agreement • July 2nd, 2015 • Tegna Inc • Newspapers: 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”).
ELEVENTH AMENDMENT TO THE AMENDED AND RESTATED COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENTCompetitive Advance and Revolving Credit Agreement • August 7th, 2018 • Tegna Inc • Television broadcasting stations • New York
This ELEVENTH AMENDMENT, dated as of June 21, 2018 (this “Amendment”), to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, and as amended and restated as of August 5, 2013, as further amended as of June 29, 2015, as further amended as of September 30, 2016 and as further amended as of August 1, 2017 (as thereafter amended and modified from time to time prior to the date hereof, the “Credit Agreement”), among TEGNA Inc. (f/k/a Gannett Co., Inc.), a Delaware corporation (the “Borrower”), the several banks and other financial institutions 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”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC, Citizens Bank, N.A., Fifth Third Bank, Mizuho Bank, Ltd., MUFG Bank, Ltd., RBC Capital Markets, Sumitomo
FOURTH AMENDMENTFourth Amendment • November 1st, 2010 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • New York
FOURTH AMENDMENT, dated as of August 25, 2010 (this “Amendment”), to the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, and as further amended by the Third Amendment thereto, dated as of September 28, 2009 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GANNETT CO., INC., a Delaware corporation (“Gannett”), the several banks and other financial institutions parties to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as syndication agent, and BARCLAYS BANK PLC, as documentation agent, and Banc of America Securities LLC and J.P
FIRST AMENDMENTGannett Co Inc /De/ • May 11th, 2007 • Newspapers: publishing or publishing & printing • New York
FIRST AMENDMENT, dated as of February 28, 2007 and effective as of March 15, 2007 (this “Amendment”), to the Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GANNETT CO., INC., a Delaware corporation (“Gannett”), the several banks and other financial institutions parties to the Credit Agreement prior to the date hereof (the “Existing Lenders”), the several banks and other financial institutions parties to this Amendment but not parties to the Credit Agreement prior to the date hereof (the “New Lenders” and, together with the Existing Lenders, the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as syndication agent, and BARCLAYS BANK PLC, CITIBANK N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, MIZUHO CORPORATE BANK LTD, and
SECOND AMENDMENTGannett Co Inc /De/ • November 6th, 2008 • Newspapers: publishing or publishing & printing • New York
SECOND AMENDMENT, dated as of October 23, 2008 and effective as of October 31, 2008 (this “Amendment”), to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of March 11, 2002 and effective as of March 18, 2002, as amended and restated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GANNETT CO., INC., a Delaware corporation (“Gannett”), the several banks and other financial institutions parties to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as syndication agent, BARCLAYS BANK PLC, CITIBANK N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, MIZUHO CORPORATE BANK LTD, and SUNTRUST BANK, as Documentation A
LETTER AGREEMENT [date]Letter Agreement • March 1st, 2007 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • Delaware
This Letter Agreement and the enclosed Terms and Conditions effective as of [date] constitute the formal agreement governing this award.
AWARD AGREEMENT PERFORMANCE SHARESAward Agreement • February 27th, 2014 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of ________, ____, constitute the formal agreement governing this award.
AWARD AGREEMENT STOCK UNITSAward Agreement • November 6th, 2015 • Tegna Inc • Television broadcasting stations • Delaware
This Award Agreement and the enclosed Terms and Conditions effective as of _________ ___, 2015, constitute the formal agreement governing this award.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2005 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • Delaware
This Amendment to Employment Agreement (“Amendment”) is made as of June 30, 2005, between Gannett Co., Inc., a Delaware corporation (“Gannett”), and Douglas H. McCorkindale (“McCorkindale”).
TERMINATION BENEFITS AGREEMENTTermination Benefits Agreement • November 17th, 2010 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • Delaware
This Termination Benefits Agreement (“Agreement”) is made as of November 15, 2010 between Gannett Co., Inc., a Delaware corporation (“Gannett”), and Paul N. Saleh (“Saleh”).
LETTER AGREEMENT STOCK UNITSLetter Agreement • March 1st, 2007 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • Delaware
This Letter Agreement and the enclosed Terms and Conditions effective as of [date], constitute the formal agreement governing this award.
LETTER AGREEMENTLetter Agreement • March 2nd, 2015 • Gannett Co Inc /De/ • Newspapers: 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”).
AGREEMENT AND PLAN OF MERGER among BELO CORP., GANNETT CO., INC., and DELTA ACQUISITION CORP. dated as of June 12, 2013Agreement and Plan of Merger • June 18th, 2013 • Gannett Co Inc /De/ • Newspapers: publishing or publishing & printing • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 12, 2013, by and among BELO CORP., a Delaware corporation (the “Company”), GANNETT CO., INC., a Delaware corporation (“Gannett”), and DELTA ACQUISITION CORP., a Delaware corporation and wholly-owned subsidiary of Gannett (“Merger Sub”).
ASSET PURCHASE AGREEMENT by and among NEXSTAR MEDIA GROUP, INC., BELO HOLDINGS, INC. and TEGNA INC.Asset Purchase Agreement • May 9th, 2019 • Tegna Inc • Television broadcasting stations • Delaware
This ASSET PURCHASE AGREEMENT, dated as of March 20, 2019 (this “Agreement”), by and among Nexstar Media Group, Inc., a Delaware corporation (“Seller”), on the one hand, and Belo Holdings, Inc., a Delaware corporation (“Buyer”), on the other hand. Buyer is an indirect Subsidiary of TEGNA Inc., a Delaware corporation (“TEGNA”), and TEGNA has signed this Agreement for the purpose of the indemnification obligations in Article VIII hereof and for purposes of Section 6.6(b) and Section 10.13.
