REGISTERED $500,000,000.00
R-1 CUSIP 364725 AC 5
GANNETT CO., INC.
6.375% NOTE DUE 2012
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 FIVE HUNDRED MILLION DOLLARS on April 1, 2012, 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
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[REVERSE OF NOTE]
GANNETT CO., INC.
6.375% Note Due 2012
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 6.375% Notes Due 2012 (the "Notes") of the Company, limited
in the initial aggregate principal amount to $500,000,000, 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 can 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.
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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.
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