REGISTERED $600,000,000.00
R-1 CUSIP 364725 AA 9
GANNETT CO., INC.
4.950% NOTE DUE 2005
GANNETT CO., INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), for value received,
hereby promises to pay to CEDE & CO. or registered assigns, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, the
principal sum of SIX HUNDRED MILLION DOLLARS on April 1, 2005, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
semi-annually on April 1 and October 1 of each year, commencing October 1, 2002,
on said principal sum at said office or agency, in like coin or currency, at the
rate per annum specified in the title of this Note from the date hereof until
payment of said principal sum has been made or duly provided for; provided that
payment of interest may be made at the option of the Company by check mailed to
the address of the person entitled thereto as such address shall appear on the
Security Register. The interest so payable on any April 1 or October 1 will be
paid to the person in whose name this Note is registered at the close of
business on the March 15 or September 15, as the case may be, next preceding
such April 1 or October 1.
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.
WITNESS the original or facsimile seal of the Company and the original
or facsimile signatures of its duly authorized officers.
Dated: March 14, 2002
GANNETT CO., INC.
By:
------------------------
Gracia C. Martore,
Senior Vice President of
Finance and Treasurer
[Corporate Seal]
Attest:
------------------------------------
Thomas L. Chapple, Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION,
as Trustee
By:
-------------------------------------
Authorized Officer
-2-
[REVERSE OF NOTE]
GANNETT CO., INC.
4.950% Note Due 2005
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED OFFICER OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO OTHER
ENTITY, AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of March 1, 1983 (herein called the
"Indenture"), as amended, duly executed and delivered by the Company to
Citibank, N.A., as trustee. The Indenture, as amended, provides that the Company
will appoint a trustee under the Indenture with respect to each new series of
securities issued under the Indenture. The appointed trustee will serve with
respect to only that series, unless the Company specifically appoints them to
serve as trustee with respect to any preceding or succeeding series of
securities. The Company has appointed Wells Fargo Bank Minnesota, National
Association to serve as trustee (the "Trustee") with respect to the Securities.
Reference is hereby made to the Indenture and all indentures supplemental
thereto for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions (if any), may be subject to different
sinking or analogous funds (if any) and may otherwise vary as in the Indenture
provided. This Note is one of a series designated as the 4.950% Notes Due 2005
(the "Notes") of the Company, limited in the initial aggregate principal amount
to $600,000,000, except as otherwise provided in the Indenture. The Company may,
without the consent of the holders of the Notes, create and issue additional
notes ranking equally with the Notes and otherwise similar in all respects,
except for the issue price and issue date, so that such further notes shall be
consolidated and form a single series with the Notes; provided that no
additional notes be issued if an Event of Default has occurred with respect to
the Notes. These Notes may not be redeemed prior to maturity. No sinking or
purchase fund is provided for the Notes.
In case an Event of Default with respect to the Notes, as defined in the
Indenture, shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding (as defined
in the Indenture) of all series affected by such supplemental indenture (voting
as one class), evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the Holders of the Securities of each such series to
be affected; provided that no such supplemental indenture shall (a) extend the
final maturity of any Security, or reduce the principal amount thereof or any
premium thereon, or reduce the rate or extend the time of payment of any
interest thereon, or reduce any amount payable on redemption thereof or impair
or affect the rights of any Holder to institute suit for the payment thereof,
without the consent of the Holder of each Security so affected, or (b) reduce
the aforesaid percentage of Securities, the Holders of which are required to
consent to any such supplemental indenture, without the consent of the Holder of
each Security affected.
-3-
It is also provided in the Indenture that, with respect to certain
defaults or Events of Default regarding the Securities of any series, prior to
any declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of such
series (or, in the case of certain defaults or Events of Default, all the
affected series or all the Securities, as the case may be) may on behalf of the
Holders of all the Securities of such series (or all the affected series or all
the Securities, as the case may be) waive any such past default or Event of
Default and its consequences. The preceding sentence shall not, however, apply
to a default in the payment of the principal of, premium, if any, or interest on
any of the Securities. Any such consent or waiver by the Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Note and any
Notes which may be issued in exchange or substitution herefor, irrespective of
whether or not any notation thereof is made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the place, at the respective times, at the rate and in the coin
or currency herein prescribed.
So long as this Note is registered in the name of the Depository Trust
Company ("DTC") or its nominee (in such registered form, a "global security"),
ownership of beneficial interests by participants herein will be shown on, and
the transfer of that ownership interest will be effected only through records
maintained by DTC or its nominee therefor. Owners of beneficial interests herein
will not be entitled to have this Note, when represented by a global security
registered in their names, will not receive or be entitled to receive physical
delivery of Notes in definitive form and will not be considered the owners or
holder thereof. A global security may not be transferred except as a whole by
DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC
or by DTC or any such nominee to a successor of or a nominee of such successor.
If DTC is at any time unwilling or unable to continue as depositary and a
successor depositary is not appointed by the Company within 90 days, Notes will
be issued in definitive registered form in exchange for the global security
representing such Notes. The Company may at any time and in its sole discretion
determine not to have any Notes represented by one or more global securities
and, in such event, will issue Notes in definitive form in exchange for all of
the global securities representing such Notes.
The Notes issued in definitive form are issuable in registered form
without coupons in denominations of $1,000 and any multiple of $1,000 and are
exchangeable at the office or agency of the Company in the Borough of Manhattan,
The City of New York, and in the manner and subject to the limitations provided
in the Indenture, but without the payment of any service charge, Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations.
Upon due presentment for registration of transfer of a Note in
definitive form at the office or agency of the Company in the Borough of
Manhattan, The City of New York, a new Note or Notes of authorized denominations
for an equal aggregate principal amount will be issued to the transferee in
exchange herefor, subject to the limitations provided in the Indenture, without
charge except for any tax or other governmental charge imposed in connection
therewith.
The Company, the Trustee and any authorized agent of the Company or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof and premium, if any, and
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and neither the Company nor the Trustee nor any authorized agent of
the Company or the Trustee shall be affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
-4-