0001047469-15-005862 Sample Contracts

TRANSITION SERVICES AGREEMENT BY AND BETWEEN GANNETT CO., INC. AND GANNETT SPINCO, INC. DATED AS OF JUNE 26, 2015
Transition 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”).

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TAX MATTERS AGREEMENT
Tax 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”).

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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”).

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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”).

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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, 2015
Guarantee 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.

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SECURITY AGREEMENT made by GANNETT CO., INC. (f/k/a Gannett SpinCo, Inc.) and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of June 29, 2015
Security Agreement • June 30th, 2015 • Gannett Co., Inc. • Periodicals: publishing or publishing & printing • New York
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