Contract
Exhibit 00-0
XXXXXXX XXXXXXXXX, dated as of February 13, 2015 (this “Amendment”), to the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013 and as further amended by the Sixth Amendment thereto, dated as of September 24, 2013 (the “Credit Agreement”) among Gannett Co., Inc., a Delaware corporation (“Gannett”), several banks and other financial institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other parties party thereto, is made by and between Gannett, the Administrative Agent and the Lenders party hereto.
W I T N E S S E T H:
WHEREAS, Gannett has requested certain amendments to the Credit Agreement;
WHEREAS, the parties are willing to consent to the requested amendments on the terms and conditions contained herein;
NOW THEREFORE, the parties hereto hereby agree as follows:
1.Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
2.Amendments to the Credit Agreement.
2.1 Amendments to Section 1.1 of the Credit Agreement.
(a) The following term shall be inserted into Section 1.1 in appropriate alphabetical order:
““Seventh Amendment Effective Date”: February 13, 2015.”
(b) The definition of “Eurodollar Base Rate” shall be amended by adding the underlined text, as set forth below:
“with respect to any Eurodollar Loan for any Interest Period, the London interbank offered rate as administered by the British Bankers Association (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters Screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the “Screen Rate”) at approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period; provided, that, if the Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided, further, that, if the Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to Dollars, then the Eurodollar Base Rate shall be the Interpolated Rate at such time. “Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive
and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period (for which that Screen Rate is available in Dollars) that is shorter than the Impacted Interest Period and (b) the Screen Rate for the shortest period (for which that Screen Rate is available for Dollars) that exceeds the Impacted Interest Period, in each case, at such time; provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.”
(c) The definition of “Federal Funds Effective Rate” shall be amended by adding the following proviso at the end thereof:
“; provided, that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.”
2.2 Amendment to Section 2.15 of the Credit Agreement.
New Section 2.15(j) of the Credit Agreement is hereby added as follows:
“Solely for purposes of determining withholding Taxes imposed under FATCA, from and after the Seventh Amendment Effective Date, Gannett and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement (together with any Loans or other extensions of credit pursuant hereto) as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).”
2.3 Amendment to Section 6.3 of the Credit Agreement.
Section 6.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Permit the Total Leverage Ratio as of the last day of any Test Period ending during any period set forth below to exceed the ratio set forth opposite such period:
Period | Total Leverage Ratio |
Amendment and Restatement Effective Date through the Acquisition Date | 3.50 to 1.00 |
Acquisition Date through September 30, 2016 | 4.00 to 1.00 |
October 1, 2016 and thereafter | 3.75 to 1.00” |
3.Effectiveness. This Amendment shall become effective as of the date (the “Seventh Amendment Effective Date”) on which the Administrative Agent shall have received counterparts hereof duly executed by (i) Gannett, (ii) the Administrative Agent and (iii) Lenders constituting Required Lenders.
4.Representations and Warranties. Gannett hereby represents and warrants that, on and as of the Seventh Amendment Effective Date, after giving effect to this Amendment:
(a) No Default or Event of Default has occurred and is continuing; and
(b) Each of the representations and warranties of Gannett in the Credit Agreement and this Amendment is true and correct in all material respects, as if made on and as of the date hereof.
5.Continuing Effect. Except as expressly amended hereby, the Credit Agreement shall continue to be and shall remain in full force and effect in accordance with its terms. From and after the date hereof, all references in the Credit Agreement thereto shall be to the Credit Agreement as amended hereby.
6.Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by electronic or facsimile transmission (including .pdf file) shall be effective as delivery of a manually executed counterpart hereof.
7.Headings. Section headings used in this Amendment are for convenience of reference only, are not part of this Amendment and are not to affect the constructions of, or to be taken into consideration in interpreting, this Amendment.
8.GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9.Expenses. Gannett agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first written above.
GANNETT CO., INC.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President & Treasurer
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and a Lender
By: /s/ Xxxxxxx X. Xxx
Name: Xxxxxxx X. Xxx
Title: Vice President
Signature page to Seventh Amendment to Credit Agreement
Barclays Bank PLC, as a Lender
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Assistant Vice President
Signature page to Seventh Amendment to Credit Agreement
CAPITAL ONE, N.A., as a Lender
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: SVP
Signature page to Seventh Amendment to Credit Agreement
Citibank, N.A., as a Lender
By: /s/ Xxxxxxxxx Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxxx Xxxxxxxx Xxxxxxxx
Title: Managing Director and Vice President
Signature page to Seventh Amendment to Credit Agreement
Comerica Bank, as a Lender
By: /s/ Xxxx X Xxxxxxxx
Name: Xxxx X Xxxxxxxx
Title: Vice President
Signature page to Seventh Amendment to Credit Agreement
Citizens Bank, N.A., as a Lender
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
Signature page to Seventh Amendment to Credit Agreement
Fifth Third Bank, and Ohio Banking Corporation, as a Lender
By: /s/ J. Xxxxx Xxxxx
Name: J. Xxxxx Xxxxx
Title: Vice President
Signature page to Seventh Amendment to Credit Agreement
First Hawaiian Bank, as a Lender
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
Signature page to Seventh Amendment to Credit Agreement
MIZUHO BANK, LTD., as a Lender
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Authorized Signatory
Signature page to Seventh Amendment to Credit Agreement
PNC Bank, N.A., as a Lender
By: /s/ Xxxxx Xxxxx Xxxxxxx
Name: Xxxxx Xxxxx Xxxxxxx
Title: Vice President
Signature page to Seventh Amendment to Credit Agreement
XXXXXXX XXXXX BANK, N.A., as a Lender
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Senior Vice President
Signature page to Seventh Amendment to Credit Agreement
ROYAL BANK OF CANADA, as a Lender
By: /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Authorized Signatory
Signature page to Seventh Amendment to Credit Agreement
Sumitomo Mitsui Banking Corporation, as a Lender
By: /s/ Xxxxx X. Xxx
Name: Xxxxx X. Xxx
Title: Managing Director
Signature page to Seventh Amendment to Credit Agreement
SUNTRUST BANK, as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Signature page to Seventh Amendment to Credit Agreement
TD Bank, N.A., as a Lender
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
Signature page to Seventh Amendment to Credit Agreement
The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
By: /s/ Xxx Xxxxxxxxx
Name: Xxx Xxxxxxxxx
Title: Director
Signature page to Seventh Amendment to Credit Agreement
The Northern Trust Company, as a Lender
By: /s/ Xxxx XxXxxxxxxxxx
Name: Xxxx XxXxxxxxxxxx
Title: Senior Vice President
Signature page to Seventh Amendment to Credit Agreement
US Bank, National Association, as a Lender
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
Signature page to Seventh Amendment to Credit Agreement
