UNDERWRITING AGREEMENT
March 11, 2002
Gannett Co., Inc.
7950 Jones Branch Drive
McLean, Virginia 22107
Ladies and Gentlemen:
We (the "Representatives") are acting on behalf of the underwriters
(including ourselves) named below (such underwriters being herein called the
"Underwriters"). We understand that Gannett Co., Inc., a Delaware corporation
(the "Company"), proposes to issue and sell $600,000,000 aggregate principal
amount of 4.950% Notes due 2005, $700,000,000 aggregate principal amount of
5.500% Notes due 2007 and $500,000,000 aggregate principal amount of 6.375%
Notes due 2012 (collectively, the "Offered Securities"). Subject to the terms
and conditions set forth or incorporated by reference herein, the Company hereby
agrees to sell and the Underwriters agree to purchase, severally and not
jointly, the principal amounts of the Offered Securities set forth below
opposite their names at a purchase price equal to 99.571% of the principal
amount of such Offered Securities in the case of the 4.950% Notes due 2005,
98.931% in the case of the 5.500% Notes due 2007 and 99.099% in the case of the
6.375% Notes due 2012:
Principal Amount Principal Amount Principal Amount
Name of 4.950% Notes due 2005 of 5.500% Notes due 2007 of 6.375% Notes due 2012
- ---- ------------------------ ------------------------ -------------------------
Banc of America Securities LLC $165,000,000 $192,500,000 $137,500,000
J. P. Morgan Securities Inc. $165,000,000 $192,500,000 $137,500,000
Banc One Capital Markets, Inc. $120,000,000 $140,000,000 $100,000,000
Barclays Capital Inc. $ 60,000,000 $ 70,000,000 $ 50,000,000
HSBC Securities (USA) Inc. $ 48,387,060 $ 56,451,570 $ 40,322,550
Fleet Securities, Inc. $ 22,887,134 $ 26,701,656 $ 19,072,612
SunTrust Capital Markets, Inc. $ 18,725,806 $ 21,846,774 $ 15,604,838
------------
Totals $600,000,000 $700,000,000 $500,000,000
============ ============ ============
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The Underwriters will pay for such Offered Securities upon delivery
thereof at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York 10017 at 10:00 A.M. (New York time) on March 14, 2002, or at such
other time as shall be jointly designated by the Representatives and the
Company.
Payment for the offered securities will be made in immediately
available funds.
The 4.950% Notes due 2005 shall have the following terms:
Maturity: April 1, 2005
Interest Rate: 4.950%
Interest Payment Dates: April 1 and October 1, commencing
October 1, 2002
Redemption Provisions: None
The 5.500% Notes due 2007 shall have the following terms:
Maturity: April 1, 2007
Interest Rate: 5.500%
Interest Payment Dates: April 1 and October 1, commencing
October 1, 2002
Redemption Provisions: None
The 6.375% Notes due 2012 shall have the following terms:
Maturity: April 1, 2012
Interest Rate: 6.375%
Interest Payment Dates: April 1 and October 1, commencing
October 1, 2002
Redemption Provisions: None
All the provisions contained in the document entitled Gannett Co., Inc.
Underwriting Agreement Standard Provisions (Debt and/or Warrants) dated December
1, 1986 (the "Underwriting Agreement Standard Provisions"), a copy of which you
have previously received, are herein incorporated by reference in their entirety
and shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; provided, however, the
Underwriting Agreement Standard Provisions shall be amended, for purposes of
this Underwriting Agreement only, as follows:
(1) Section I shall be amended by adding "and as amended by a Second
Supplemental Indenture dated as of June 1, 1995" after the words "November 5,
1986".
(2) Section V(b) shall be amended by deleting everything after the
words "Commission."
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(3) Section V is hereby amended by adding thereto at the end thereof
the following new paragraph (h):
(h) The prospectus supplement shall have been filed with
the Commission pursuant to Rule 424(b) within the applicable time
period prescribed for such filing by the rules and regulations under
the Act.
(4) The first sentence of the first paragraph following Section VII(i)
is hereby amended by adding the following after the word "Underwriter" as it
first appears: "each officer and director of such Underwriter".
(5) The third to last paragraph following Section VII(i) is hereby
amended by adding the following sentence at the end of such paragraph:
No indemnifying party may enter into a settlement without the consent
of the indemnified party unless it provides for the full release of such
indemnified party from any and all claims relating to the subject matter of
this Agreement.
(6) Section VIII is hereby amended by substituting the following in
lieu of said Section in its entirety:
Any Underwriter may terminate this Agreement, by notice to the Company,
at any time at or prior to the Closing Date, if (i) there has been, since
the time of execution of this Agreement or since the respective dates as of
which information is given in the Prospectus, any material adverse change
in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course
of business, or (ii) there has occurred after the time of execution of the
Underwriting Agreement any outbreak of hostilities or escalation thereof or
other calamity or crisis involving the United States, in each case the
effect of which is such as to make it as of the time of such notice, in the
reasonable judgment of such Underwriter, impracticable to market the
Offered Securities of such Underwriter or to enforce contracts for the sale
of such Offered Securities, or (iii) there has occurred after the time of
execution of the Underwriting Agreement any material adverse change in the
financial markets in the United States (or, in the international financial
markets the effect of which on the financial markets in the United States
shall be such), or any material adverse change in national political,
financial or economic conditions in the United States (or the effect of
international conditions on the financial markets in the United States
shall be such), in each case the effect of which is such as to make it as
of the time of such notice, in the reasonable judgment of such Underwriter,
impracticable to market the Offered Securities of such Underwriter or to
enforce contracts for the sale of such Offered Securities, or (iv) after
the time of execution of the Underwriting Agreement, any downgrading in the
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rating of any debt securities of the Company by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g)
under the Securities Act of 1933) has occurred, or any public announcement
that any such organization has under surveillance or review its rating of
any debt securities of the Company (other than an announcement with
positive implications of a possible upgrading, and no implication of a
possible downgrading, of such rating) has been made, or (v) after the time
of execution of the Underwriting Agreement, trading in any securities of
the Company has been suspended or materially limited by the Commission, the
New York Stock Exchange or the American Stock Exchange (except for
suspensions at the request of the Company preceding a public announcement
the substance of which does not involve a material adverse change in, or
any adverse development which materially affects, the business, properties,
financial condition, results of operations or prospects of the Company and
its subsidiaries taken as a whole, since the date of the Prospectus), or if
trading generally on the New York Stock Exchange or the American Stock
Exchange or in the Nasdaq National Market has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices have been required, by either of said exchanges
or by such system or by order of the Commission, the NASD or any other
governmental authority, or (vi) after the time of execution of the
Underwriting Agreement, a banking moratorium has been declared by either
Federal or New York authorities, or (vii) after the time of execution of
the Underwriting Agreement, there has occurred a material disruption in
securities settlement or clearance services.
(7) Section X is hereby amended by inserting between the first and
second paragraphs thereof the following two new paragraphs:
All statements, requests, notices and agreements hereunder shall be in
writing or by telegram if promptly confirmed in writing, and if to any
Underwriter shall be sufficient in all respects if delivered or sent by
registered mail to the address of such Underwriter set forth in Exhibit A
hereto; and if to the Company shall be sufficient in all respects if
delivered or sent by registered mail to Gannett Co., Inc., 7950 Jones
Branch Drive, McLean, Virginia 22107, Attention: Senior Vice President of
Finance and Treasurer with a copy to Gannett Co. Inc., 7950 Jones Branch
Drive, McLean, Virginia 22107, Attention: Senior Vice President and General
Counsel.
This Agreement and the Underwriting Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Company and, to
the extent provided in Section VII hereof, the officers and directors of
the Company and each person who controls the Company or any Underwriter,
and their respective heirs, executors, administrators, successors and
assigns, and no other person shall acquire or have any right
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under or by virtue of this Agreement or the Underwriting Agreement. No
purchaser of any of the Offered Securities from any Underwriter shall be
deemed a successor or assign by reason merely of such purchase.
Each underwriter severally represents and agrees that (1) it and each
of its affiliates have not offered or sold and will not offer or sell any
Offered Securities to persons in the United Kingdom prior to the expiry of the
period of six months from the date of issue of the Offered Securities, except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purpose of their
businesses or otherwise in circumstances that have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995; (2) it and each of its affiliates
have only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of any Offered Securities in circumstances in
which Section 21(l) of the FSMA does not apply to the Company; and (3) it and
each of its affiliates have complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in relation to the
Offered Securities in, from or otherwise involving the United Kingdom.
Each underwriter severally represents and agrees that it and each of
its affiliates have not publicly promoted and will not publicly promote (whether
electronically or otherwise) the offer or sale of the Offered Securities by
conducting a generalized advertising or cold calling campaign within or outside
The Netherlands.
Each underwriter severally represents and agrees that it and each of
its affiliates are aware of the fact that no German selling prospectus
(Verkaufsprospekt) has been or will be published in respect of the sale of the
Offered Securities and that it and each of its affiliates will comply with the
Securities Selling Prospectus Act (the "SSPA") of the Federal Republic of
Germany (Wertpapier - Verkaufsprospektgeset:). In particular, each underwriter
agrees not to engage in public offering (offentliche Anbieten) in the Federal
Republic of Germany with respect to any Offered Securities otherwise than in
accordance with the SSPA and any other act replacing or supplementing the SSPA
and all other applicable laws and regulations.
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Each underwriter severally represents and agrees that the Offered
Securities are being issued and sold outside the Republic of France and that, in
connection with their initial distribution, it and each of its affiliates have
not offered or sold and will not offer or sell, directly or indirectly, any
Offered Securities to the public in the Republic of France, and that it and each
of its affiliates have not distributed and will not distribute or cause to be
distributed to the public in the Republic of France this prospectus supplement,
the accompanying prospectus or any other offering material relating to the
Offered Securities, and that such offers, sales and distributions have been and
shall be made in France only to (1) qualified investors (investisseurs qualfies)
and/or (2) a restricted group of investors (cercle restreint d'investisseurs)
all as defined in Article 6 of ordonnance no. 67-833 dated 28th September, 1967
(as amended) and decret no. 98-880 dated 1st October, 1998.
Very truly yours,
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
J. P. MORGAN SECURITIES INC.
By: BANC OF AMERICA SECURITIES LLC
By: /s/ Lily Chang
------------------------------------
Name: Lily Chang
Title: Principal
Acting severally on behalf of
themselves and the several
Underwriters named above
Accepted:
GANNETT CO., INC.
By: /s/ Gracia C. Martore
-------------------------------------
Name: Gracia C. Martore
Title: Senior Vice President of Finance
and Treasurer