EXHIBIT 4
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SECOND SUPPLEMENTAL INDENTURE
Among
GANNETT CO., INC., Issuer,
NATIONSBANK, N.A., Trustee
and
CRESTAR BANK, Trustee
__________________
Dated as of June 1, 1995
SECOND SUPPLEMENTAL INDENTURE, dated as of June 1, 1995, among GANNETT
CO., INC., a corporation duly organized and existing under the laws of the
State of Delaware (the "Issuer"), NATIONSBANK, N.A., as Trustee, a national
banking association duly organized and existing under the laws of the United
States of America ("NationsBank"), and CRESTAR BANK, as Trustee, a national
banking association duly organized and existing under the laws of the United
States of America ("Crestar").
W I T N E S S E T H:
WHEREAS, the Issuer and Citibank, N.A., as Trustee, a national banking
association duly organized and existing under the laws of the United States of
America ("Citibank"), have executed and delivered heretofore an Indenture,
dated as of March 1, 1983 (the "Indenture"), pursuant to which the Issuer has
issued and may issue, from time to time, one or more series of debt
securities;
WHEREAS, the Issuer, Citibank and Sovran Bank, N.A., as Successor
Trustee, a national banking association duly organized and existing under the
laws of the United States of America ("Sovran") have executed and delivered
heretofore a First Supplemental Indenture, dated as of November 5, 1986 (the
"First Supplement"), for the purpose of supplementing and amending the
Indenture. (The term "Indenture" as used hereinafter refers to the Indenture
as amended by the First Supplement. All capitalized terms used herein which
are not defined herein shall have the meanings assigned to them under the
Indenture.);
WHEREAS, through a series of mergers, NationsBank became the successor
to Sovran;
WHEREAS, in accordance with Section 6.10 of the Indenture, NationsBank
has resigned as trustee under the Indenture with respect to all such series of
Securities issued or to be issued under the Indenture as to which NationsBank
was serving as trustee;
WHEREAS, in accordance with Section 6.10 of the Indenture, the Issuer
has appointed Crestar as successor trustee to NationsBank under the Indenture
with respect to all such series of Securities issued thereunder prior to the
date hereof as to which NationsBank was serving as trustee;
WHEREAS, in accordance with Section 6.11 of the Indenture, Crestar has
accepted such appointment by the Issuer;
WHEREAS, the parties wish to amend the Indenture to provide, among other
things, that the Issuer will appoint a trustee under the Indenture with
respect to each new series of Securities thereunder, such trustee serving with
respect to only such series unless specifically appointed to serve as trustee
with respect to any preceding or succeeding series of Securities;
WHEREAS, Section 8.1 of the Indenture provides that a supplemental
indenture may be entered into without the consent of the Holders of the
Securities for the purpose of adding provisions in regard to matters under the
Indenture as the Board of Directors may deem necessary or desirable, provided
such provisions will not adversely affect the interests of the Holders of the
Securities;
WHEREAS, pursuant to Section 8.4 of the Indenture, the Issuer has
furnished NationsBank and Crestar with an Opinion of Counsel and an Officer's
Certificate as conclusive evidence that this Second Supplemental Indenture
complies with the applicable provisions of the Indenture; and
WHEREAS, all things necessary to make this Second Supplemental Indenture
a valid agreement of the Issuer, NationsBank and Crestar and a valid amendment
of and supplement to the Indenture 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
Securities as follows:
SECTION 1. CONFIRMATION OF RESIGNATION AND APPOINTMENT.
(a) NationsBank hereby confirms its resignation, pursuant to Section
6.10 of the Indenture, as Trustee under the Indenture with respect to all
series of Securities issued or to be issued under the Indenture, other than
the Issuer's $100,000,000 aggregate principal amount of Notes due February 1,
1996.
(b) The Issuer hereby confirms the appointment, pursuant to Section
6.10 of the Indenture, of Crestar as successor trustee to NationsBank 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) Crestar hereby confirms its acceptance, pursuant to Section 6.11
of the Indenture, as successor trustee to NationsBank 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.
SECTION 2. CONFIRMATION OF RIGHTS, POWERS, TRUSTS AND DUTIES.
The Issuer, NationsBank and Crestar 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.
SECTION 3. DEFINITION OF TRUSTEE.
The definition of "Trustee" in Section 1.1 of the Indenture is hereby
amended to read as follows:
""Trustee" means any Person appointed to serve as trustee
under this Indenture with respect to any series of
Securities issued hereunder; provided, however, that if at
any time more than one Person is serving as trustee under
this Indenture, "Trustee" as used in the context of any
series of Securities shall mean only the Person appointed to
serve as trustee with respect to such particular series of
Securities."
SECTION 4. MULTIPLE TRUSTEES.
Section 6.1 of the Indenture is hereby amended by adding the following
paragraph at the end thereof:
"If at any time more than one Person is serving as
trustee under this Indenture, each with respect to one or
more different series of Securities hereunder, each such
Trustee shall promptly provide all other Trustees notice of
any default or Event of Default under the Indenture that is
known to such Trustee; provided, however, that each such
Trustee shall be deemed to be a trustee of a different trust
under a separate indenture with respect to only the series
of Securities as to which such Trustee has been appointed
trustee."
SECTION 5. RESIGNATION OF TRUSTEES.
The first sentence of paragraph (a) of Section 6.10 of the Indenture is
hereby amended to read as follows:
"(a) The Trustee may at any time resign with respect to one
or more or all series of Securities as to which the Trustee
is serving as trustee by giving written notice of
resignation to the Issuer and by mailing notice thereof by
first class mail to Holders of the applicable series of
Securities at their last addresses as they shall appear on
the Security register."
SECTION 6. SUCCESSOR TRUSTEES.
The first two paragraphs of Section 6.11 of the Indenture are hereby
deleted and replaced with the following three paragraphs:
"Any successor trustee appointed as provided in
Section 6.10 shall execute and deliver to the Issuer and to
its predecessor trustee an instrument accepting such
appointment hereunder.
If a successor trustee is appointed with respect to
all series of Securities for which its predecessor trustee
was serving as trustee, such successor trustee shall agree
in writing to be bound by the provisions of the Indenture
(without further amendment or supplement) and by doing so
shall become a party to the Indenture. Such agreement of
the successor trustee may be contained in the same
instrument which the successor trustee is required to
deliver to the Issuer in compliance with the preceding
paragraph. If a successor trustee is appointed with respect
to one or more (but not all) series of Securities for which
its predecessor trustee was serving as trustee, the Issuer,
such predecessor trustee and each such successor trustee
shall execute and deliver an indenture supplemental hereto
which (i) shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor trustee with
respect to those series of Securities as to which the
predecessor trustee is not retiring as trustee shall
continue to be vested in the predecessor trustee, and (ii)
shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such trustees co-trustees
of the same trust and that each such trustee shall
be trustee of a trust or trusts under separate indentures.
Upon complying with the requirements of the preceding
paragraph, the resignation or removal of the predecessor
trustee with respect to all or any applicable series of
Securities as to which the predecessor trustee is retiring
as trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall
become vested with all rights, powers, duties and
obligations with respect to such series of Securities as to
which such successor trustee has accepted appointment as
trustee, with like effect as if originally named as trustee
for such series of Securities hereunder; but, nevertheless,
on the written request of the Issuer or of any successor
trustee and upon payment of the predecessor trustee's
charges then unpaid, the predecessor trustee shall, subject
to Section 10.4, pay over to the appropriate successor
trustee all moneys at the time held by the predecessor
trustee hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such
rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all
instruments in writing for the purpose of more fully and
certainly vesting in and confirming to such successor
trustee all such rights and powers. Any predecessor trustee
ceasing to act as trustee with respect to any series of
Securities shall, nevertheless, retain a prior claim upon
all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of
Section 6.6."
SECTION 7. APPOINTMENT OF TRUSTEES FOR NEW SERIES.
The following paragraph is added as new Section 6.14 under Article Six
of the Indenture:
"SECTION 6.14 Appointment of Trustees for New Series.
Prior to issuing any new series of Securities under this
Indenture, the Issuer shall appoint a Person to serve as
trustee with respect to only such series of Securities by
written instrument, executed by the authority of its Board
of Directors or of a duly authorized committee thereof
having been delegated power by the Board of Directors. Any
Person so appointed shall execute and deliver to the Issuer
an instrument accepting such appointment and agreeing to be
bound by the terms of the Indenture (without further
amendment or supplement); provided, however, that no Person
shall accept appointment as trustee with respect to any new
series of Securities unless, at the time of such acceptance,
such Person shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9
of this Indenture. By agreeing to be bound by the terms of
the Indenture, each new Trustee shall become a party to the
Indenture, with like effect as if such Trustee had been an
original signatory to the Indenture; provided, however, that
each such Trustee shall be deemed to be a trustee of a
different trust under a separate indenture with respect to
only the series of Securities as to which such Trustee has
been appointed trustee."
SECTION 8. SUPPLEMENTAL INDENTURES WITHOUT SECURITY HOLDER CONSENT.
Section 8.1 of the Indenture is hereby amended as follows:
(a) The first paragraph of Section 8.1 is amended to read as follows:
"The Issuer, when authorized by a resolution of its Board of
Directors or of a duly authorized committee thereof having
been delegated power by the Board of Directors, and any
Trustee or Trustees affected by the action authorized in
such resolution may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act
of 1939 as in force at the date of the execution thereof)
for one or more of the following purposes:"
(b) The next to the last paragraph of Section 8.1 is amended to read
as follows:
"All those Trustee(s) affected by such supplemental
indenture or indentures are hereby authorized to join with
the Issuer in the execution of any such supplemental
indenture or indentures, to make any further appropriate
agreements and stipulations which may be therein contained
and to accept the conveyance, transfer, assignment, mortgage
or pledge of any property thereunder, but such Trustee(s)
shall not be obligated to enter into any such supplemental
indenture or indentures which affect its or their own
rights, duties or immunities under this Indenture or
otherwise."
SECTION 9. SUPPLEMENTAL INDENTURES WITH SECURITY HOLDER CONSENT.
The first paragraph of Section 8.2 of the Indenture is hereby amended to
read as follows:
"With the consent (evidenced as provided in Article Seven)
of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding
of all series affected by any supplemental indenture
permitted under this Section 8.2 (voting as one class), the
Issuer, when authorized by a resolution of its Board of
Directors or of a duly authorized committee thereof having
been delegated power by the Board of Directors, and any
Trustee or Trustees affected by such supplemental indenture,
may from time to time and at any time, enter into an
indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Holders of the Securities of
each such series; provided, that no such supplemental
indenture shall (a) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon,
or reduce any amount payable on redemption thereof or reduce
the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration
of the maturity thereof pursuant to Section 5.1 or the
amount thereof provable in bankruptcy pursuant to Section
5.2, or impair or affect the right of any Securityholder to
institute suit for the payment thereof or, if the Securities
provide thereof, any right of repayment at the option of the
Securityholder without the consent of the Holder of each
Security so affected, or (b) reduce the aforesaid percentage
of Securities of any series, the consent of the Holders of
which is required for any such supplemental indenture,
without the consent of the Holder of each Security so
affected."
SECTION 10. NO UNDERTAKINGS OR REPRESENTATIONS.
NationsBank and Crestar make 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 Second 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 11. CONFIRMATION OF INDENTURE.
Except as expressly supplemented and amended 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
Second 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 12. GOVERNING LAW.
This Second Supplemental Indenture shall be governed by, and construed
in accordance with, the laws of the State of New York.
SECTION 13. 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 14. HEADINGS.
The headings contained herein are inserted for convenience only and
shall not be used to construe or otherwise interpret the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the date first above
written.
[CORPORATE SEAL] GANNETT CO., INC.
Attest:
By: /s/ Gracia C. Martore
Gracia C. Martore
Title: Vice President/Treasury
Services
/s/ Thomas L. Chapple
Title: General Counsel and Secretary
[CORPORATE SEAL] NATIONSBANK, N.A., as Trustee
Attest:
By: /s/ John H. Speichert
Title: Vice President
/s/ G. Robert Richardson
Title: Vice President
[CORPORATE SEAL] CRESTAR BANK, as Trustee
Attest:
By: /s/ Eric T. Rodriguez
Title: Assistant Vice President
/s/ K. M. Whitt
Title: Assistant Vice President