THIRD SUPPLEMENTAL INDENTURE
between
GANNETT CO., INC., Issuer
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, Trustee
---------------------
Dated as of March 14, 2002
THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"),
dated as of March 14, 2002, between GANNETT CO., INC., a corporation duly
organized and existing under the laws of the State of Delaware (the "Issuer"),
and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee, a national
banking association duly organized and existing under the laws of the United
States of America ("Xxxxx Fargo").
W I T N E S S E T H :
WHEREAS, certain capitalized terms used in this Third Supplemental
Indenture which are not defined herein but are defined in the Indenture (as
defined below) shall have the meaning ascribed to them in the Indenture;
WHEREAS, the Issuer and Citibank, N.A. ("Citibank") have executed and
delivered heretofore an Indenture, dated as of March 1, 1983 (the "Indenture"),
as amended by a First Supplemental Indenture, dated as of November 5, 1986 (the
"First Supplemental Indenture"), among the Issuer, Citibank, and Sovran Bank,
N.A. and a Second Supplemental Indenture dated as of July 1, 1995 (the "Second
Supplemental Indenture"), among the Issuer, NationsBank, N.A. and Crestar Bank
("Crestar"), pursuant to which the Issuer has issued and may issue, from time to
time, one or more series of debt securities. (The term "Indenture" as used
hereinafter refers to the Indenture as amended by the First Supplemental
Indenture and the Second Supplemental Indenture);
WHEREAS, the Issuer shall issue three new series of debt securities of
$600,000,000 aggregate principal amount of 4.950% Notes due April 1, 2005,
$700,000,000 aggregate principal amount of 5.500% Notes due April 1, 2007 and
$500,000,000 aggregate principal amount of 6.375% Notes due April 1, 2012
(collectively, the "Notes").
WHEREAS, in accordance with Section 6.14 of the Indenture, the Issuer
has appointed Xxxxx Fargo as trustee under the Indenture with respect to all
such Notes issued pursuant to the Indenture;
WHEREAS, in accordance with Section 6.14 of the Indenture, Xxxxx Fargo
has accepted such appointment by the Issuer;
WHEREAS, pursuant to Section 8.4 of the Indenture, the Issuer has
furnished Xxxxx Fargo with an Opinion of Counsel and an Officer's Certificate as
conclusive evidence that this Third Supplemental Indenture complies with the
applicable provisions of the Indenture; and
WHEREAS, all things necessary to make this Third Supplemental Indenture
a valid agreement of the Issuer and Xxxxx Fargo have been done;
NOW THEREFORE, for and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Notes as follows:
SECTION 1. CONFIRMATION OF APPOINTMENT.
(a) The Issuer hereby confirms the appointment, pursuant to Section
6.14 of the Indenture, of Xxxxx Fargo as trustee under the Indenture with
respect to each of the Issuer's
$600,000,000 aggregate principal amount of 4.950% Notes due April 1, 2005,
$700,000,000 aggregate principal amount of 5.500% Notes due April 1, 2007 and
$500,000,000 aggregate principal amount of 6.375% Notes due April 1, 2012.
(b) Xxxxx Fargo hereby confirms its acceptance, pursuant to
Section 6.14 of the Indenture, as trustee under the Indenture with respect to
each of the Issuer's $600,000,000 aggregate principal amount of 4.950% Notes due
April 1, 2005, $700,000,000 aggregate principal amount of 5.500% Notes due April
1, 2007 and $500,000,000 aggregate principal amount of 6.375% Notes due April 1,
2012.
SECTION 2. CONFIRMATION OF RIGHTS, POWERS, TRUSTS AND DUTIES.
The Issuer and Xxxxx Fargo hereby confirm that:
(a) The rights, powers, trusts and duties of Citibank, as Trustee,
with respect to the Issuer's $100,000,000 aggregate principal amount of Notes
due February 1, 1996 shall continue to be vested in Citibank, as Trustee; and
(b) Crestar is vested with all the rights, powers, trusts and duties
of a Trustee under the Indenture with respect to the Issuer's $275,000,000
aggregate principal amount of 5-1/4% Notes due March 1, 1998 and $250,000,000
aggregate principal amount of 5.85% Notes due May 1, 2000.
(c) Xxxxx Fargo is vested with all rights, powers, trusts and duties
of a Trustee under the Indenture with respect to each of the Issuer's
$600,000,000 aggregate principal amount of 4.950% Notes due April 1, 2005,
$700,000,000 aggregate principal amount of 5.500% Notes due April 1, 2007 and
$500,000,000 aggregate principal amount of 6.375% Notes due April 1, 2012.
SECTION 3. NO UNDERTAKINGS OR REPRESENTATIONS.
Xxxxx Fargo makes no undertakings or representations in respect of, and
shall not be responsible in any manner whatsoever for and in respect of the
validity or sufficiency of this Third Supplemental Indenture as an obligation of
the Issuer or the proper authorization or the due execution hereof by the Issuer
or for or in respect of the recitals and statements contained herein, all of
which recitals and statements are made solely by the Issuer.
SECTION 4. CONFIRMATION OF INDENTURE.
Except as expressly supplemented hereby, the Indenture shall continue in
full force and effect in accordance with the provisions thereof, and the
Indenture is in all respects hereby ratified and confirmed. This Third
Supplemental Indenture and all its provisions shall be deemed a part of the
Indenture in the manner and to the extent herein and therein provided.
SECTION 5. GOVERNING LAW.
This Third Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.
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SECTION 6. COUNTERPARTS.
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
SECTION 7. HEADINGS.
The headings contained herein are inserted for convenience only and
shall not be used to construe or otherwise interpret the provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, and the Issuer has caused its
corporate seal to be hereunto affixed and attested, all as of the date first
above written.
GANNETT CO., INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President of Finance
and Treasurer
[CORPORATE SEAL]
Attest:
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President, General Counsel
and Secretary
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee
By: /s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
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