ASSET EXCHANGE AGREEMENT

Asset Exchange Agreement

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This Asset Exchange Agreement involves

Bank of America Plaza | Gannett Co, Inc | Knight Ridder, Inc | Media West FPI, Inc

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Title: ASSET EXCHANGE AGREEMENT
Governing Law: New York Date: 8/9/2005
Industry: PBLSHG Law Firm: Nixon Peabody Sector: SERVIC

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Asset Exchange Agreement

Exhibit 99.5

This Asset Exchange Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about Knight Ridder or its affiliated entities. The representations and warranties of the parties in this Asset Exchange Agreement were made to, and solely for the benefit of, the other parties. The assertions embodied in the representations and warranties are qualified by information included in disclosure schedules exchanged by the parties that may modify or create exceptions to the representations and warranties. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

EXECUTION COPY

ASSET EXCHANGE AGREEMENT

by and among

GANNETT CO., INC.,

GANNETT SATELLITE INFORMATION NETWORK, INC.,

DES MOINES REGISTER AND TRIBUNE COMPANY,

MEDIA WEST-FPI, INC.,

FEDERATED PUBLICATIONS, INC.,

KNIGHT-RIDDER, INC.,

KR U.S.A., INC.,

KNIGHT RIDDER DIGITAL

AND

TALLAHASSEE DEMOCRAT, INC.

Dated: August 3, 2005

TABLE OF CONTENTS


		Page No.
ASSET EXCHANGE AGREEMENT		1

Article I.	Transfer of the Federated Assets	2

1.1	Transfer of the Federated Assets	2
1.2	Excluded Federated Assets	3
1.3	Liabilities	4
1.4	TDI Designee	5

Article II.	Transfer of the Tallahassee Democrat Assets	5

2.1	Transfer of the Tallahassee Democrat Assets	5
2.2	Excluded Tallahassee Democrat Assets	6
2.3	Liabilities	7
2.4	Federated Designee	8

Article III.	Consideration	8

3.1	Consideration	8
3.2	Allocation of Consideration	8
3.3	Purchase Price Adjustments	9
3.4	Newspaper Issues	12

Article IV.	The Closing	12

4.1	Time and Place of Closing	12
4.2	Deliveries by the Gannett Companies	12
4.3	Deliveries by the KRI Companies	13

Article V.	Representations and Warranties of Federated	14

5.1	Organization; Qualification	14
5.2	Authority Relative to this Agreement	14
5.3	Financial Schedules	14
5.4	Business Since the Federated Balance Sheet Date	14
5.5	No Defaults	15
5.6	No Undisclosed Liabilities	15
5.7	Licenses and Authorizations	15
5.8	Condition and Adequacy of the Federated Assets	15
5.9	Contracts and Arrangements	16
5.10	Title	17
5.11	Intellectual Property	17
5.12	Litigation and Compliance with Laws	18
5.13	Employees and Employee Relations	18
5.14	Taxes	19
5.15	Instruments of Conveyance; Good Title	19
5.16	Changes	19
5.17	Brokers	19

(i)


5.18	Environmental	19
5.19	ERISA	20
5.20	No Untrue Statement	21

Article VI.	Representations and Warranties of TDI	21

6.1	Organization; Qualification	21
6.2	Authority Relative to this Agreement	21
6.3	Financial Schedules	22
6.4	Business Since the TDI Balance Sheet Date	22
6.5	No Defaults	22
6.6	No Undisclosed Liabilities	22
6.7	Licenses and Authorizations	23
6.8	Condition and Adequacy of the Tallahassee Democrat Assets	23
6.9	Contracts and Arrangements	23
6.10	Title	24
6.11	Intellectual Property	24
6.12	Litigation and Compliance with Laws	25
6.13	Employees and Employee Relations	25
6.14	Taxes	26
6.15	Instruments of Conveyance; Good Title	26
6.16	Changes	26
6.17	Brokers	26
6.18	Environmental	26
6.19	ERISA	27
6.20	No Untrue Statement	28

Article VII.	Mutual Covenants of the Gannett Companies and the KRI Companies Pending the Closing Date	28

7.1	Maintenance of the Newspapers	28
7.2	Organization	29
7.3	Access to Facilities, Files and Records; Due Diligence	29
7.4	Representations and Warranties; Closing Conditions	30
7.5	Corporate Action	30
7.6	Consents	30
7.7	Confidential Information	30
7.8	Consummation of Agreement	30
7.9	Notice of Proceedings	31
7.10	HSR Act	31
7.11	Interim Financial Statements	32
7.12	Damage to the Tallahassee Democrat Assets	32
7.13	Damage to the Federated Assets	32

Article VIII.	Conditions to the Obligations of the Gannett Companies	33

8.1	Covenants	33
8.2	Proceedings	33
8.3	HSR Act	33
8.4	Third-Party Consents	33

(ii)


Article IX.	Conditions to the Obligations of the KRI Companies	33

9.1	Covenants	33
9.2	Proceedings	33
9.3	HSR Act	33
9.4	Third-Party Consents	33

Article X.	Indemnification	34

10.1	Survival; Limitations	34
10.2	Indemnification of the KRI Companies	35
10.3	Indemnification of the Gannett Companies	35
10.4	Notice of Claims	36
10.5	Defense of Third Party Claims	36
10.6	Environmental Claims	37

Article XI.	Termination; Failure to Close	40

11.1	Abandonment of Agreement	40
11.2	Liabilities Upon Abandonment	41

Article XII.	Miscellaneous Provisions	41

12.1	Expenses	41
12.2	Employees and Employee Benefits	41
12.3	Accounts Receivable	47
12.4	Further Assurances	48
12.5	Schedules	49
12.6	Use of Names	49
12.7	Cross-License	50
12.8	Material Contracts	51
12.9	Agreement Not to Compete	51
12.10	Confidentiality	51
12.11