FOURTH AMENDMENT
Exhibit 00-0
XXXXXX XXXXXXXXX
FOURTH AMENDMENT, dated as of August 25, 2010 (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 by the First Amendment thereto, dated as of February 28, 2007 and effective as
of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008
and effective as of October 31, 2008, and as further amended by the Third Amendment thereto, dated
as of September 28, 2009 (as further amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among GANNETT CO., INC., a Delaware corporation
(“Gannett”), the several banks and other financial institutions parties to the Credit
Agreement (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such
capacity, the “Administrative Agent”), JPMORGAN CHASE BANK, N.A., as syndication agent, and
BARCLAYS BANK PLC, as documentation agent, and Banc of America Securities LLC and X.X. Xxxxxx
Securities Inc. as joint lead arrangers and joint bookrunners.
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 Section 1.1. Section 1.1 of the Credit Agreement is hereby amended
by adding the following definitions, in proper alphabetical order, as follows:
“Fourth Amendment”: the Fourth Amendment to the Agreement dated as of August 25,
2010, among Gannett, the Lenders and the Administrative Agent.
“Fourth Amendment Arranger”: X.X. Xxxxxx Securities Inc., solely in its capacity as
arranger of the Fourth Amendment.
“Fourth Amendment Effective Date”: the date on which the conditions precedent set
forth in paragraph 5 of the Fourth Amendment shall have been satisfied or waived.
3. Amendment to Section 6.5 (“Indebtedness”). Clause (i) of Section 6.5(b) of the
Credit Agreement is hereby amended in its entirety as follows:
“(i) permit any Guarantor to, directly or indirectly, create, issue, incur, assume,
become liable in respect of or suffer to exist any Indebtedness, except (A)
unsecured Indebtedness, the proceeds of which are used to refinance any of Gannett’s
bonds having a maturity date earlier than the Five-Year Termination Date, (B)
Indebtedness among Gannett and one or more Guarantors, or among Guarantors, in each
case that is contractually subordinated to the Obligations and (C) Indebtedness
other than Indebtedness of a type specified in clauses (A) or (B) of this paragraph
(i) in an aggregate principal not to exceed $1,443,429,000 at any one time
outstanding; or”
4. Amendment to Article VIII. Article VIII (“The Administrative Agent”) of
the Credit Agreement is amended by adding a new Section 8.11 (“Fourth Amendment Arranger”)
as follows:
Section 8.11 Fourth Amendment Arranger. The rights, privileges,
protections, immunities and benefits given to the Administrative Agent, including
without limitation its right to be indemnified, are extended to, and shall be
enforceable by, X.X. Xxxxxx Securities Inc., solely in its capacity as Fourth
Amendment Arranger, on an equivalent basis, as applicable, as the Administrative
Agent.
5. Effectiveness. This Amendment shall become effective as of the date (the
“Fourth Amendment Effective Date”) on which X.X. Xxxxxx Securities Inc., as arranger of
this Fourth Amendment (the “Fourth Amendment Arranger”), shall have received counterparts
hereof duly executed by (i) Gannett, (ii) the Administrative Agent and (iii) Lenders constituting
Required Lenders.
6. Representations and Warranties. Gannett hereby represents and warrants that, on
and as of the Fourth 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; and since December 27, 2009 there
has been no Material change in the business or financial condition of
Gannett and its Subsidiaries taken as a whole that has not been publicly
disclosed.
7. 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.
8. 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 facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.
9. 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.
10. 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.
11. Expenses. Gannett agrees to pay or reimburse each of the Administrative Agent and
the Fourth Amendment Arranger for all of their 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 and Fourth
Amendment Arranger.
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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. |
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| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Vice President & Treasurer | |||
| BANK OF AMERICA, N.A., as Administrative Agent |
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| By: | /s/ Xxxxxxxx Xxxxxx | |||
| Name: | Antonika (Xxxx) Xxxxxx | |||
| Title: | Assistant Vice President | |||
| Consented to and agreed: | ||||
| X.X. XXXXXX SECURITIES INC., as Fourth Amendment Arranger |
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By:
|
/s/ Xxxxx Xxxxxxx
|
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| Name: | Xxxxx Xxxxxxx | |||
| Title: | Managing Director | |||
Signature page to Fourth Amendment to Credit Agreement
| Bank of America, N.A. | ||||
| [NAME OF LENDER], as a Lender |
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| By: | /s/ Xxxxx van der Xxxxx | |||
| Name: | Xxxxx van der Xxxxx | |||
| Title: | Senior Vice President | |||
Signature page to Fourth Amendment to Credit Agreement
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| Bank of Hawaii | ||||
| [NAME OF LENDER], as a Lender |
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| By: | /s/ Xxxx Xxxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxxx | |||
| Title: | Vice President | |||
Signature page to Fourth Amendment to Credit Agreement
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| The Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch |
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| [NAME OF LENDER], as a Lender |
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| By: | /s/ X. Xxxxxxxxxx | |||
| Name: | X. Xxxxxxxxxx | |||
| Title: | Authorized Signatory | |||
Signature page to Fourth Amendment to Credit Agreement
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| Barclays Bank PLC | ||||
| [NAME OF LENDER], as a Lender | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Assistant Vice President | |||
Signature page to Fourth Amendment to Credit Agreement
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| Citibank, N.A. | ||||
| [NAME OF LENDER], as a Lender |
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| By: | /s/ Xxxxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxxxx Xxxxxxxx | |||
| Title: | Vice President and Director | |||
Signature page to Fourth Amendment to Credit Agreement
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| Fifth Third Bank | ||||
| [NAME OF LENDER], as a Lender |
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| By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
Signature page to Fourth Amendment to Credit Agreement
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| First Hawaiian Bank | ||||
| [NAME OF LENDER], as a Lender |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Senior Vice President | |||
Signature page to Fourth Amendment to Credit Agreement
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| JPMorgan Chase Bank, N.A. | ||||
| [NAME OF LENDER], as a Lender |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Executive Director | |||
Signature page to Fourth Amendment to Credit Agreement
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| Lloyds TSB Bank, plc | ||||
| [NAME OF LENDER], as a Lender |
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| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Managing Director, Corporate Banking | |||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Senior vice President, Corporate Banking | |||
Signature page to Fourth Amendment to Credit Agreement
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| Mizuho Corporate Bank, Ltd. | ||||
| [NAME OF LENDER], as a Lender |
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| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Deputy General Manager | |||
Signature page to Fourth Amendment to Credit Agreement
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| The Northern Trust Company | ||||
| [NAME OF LENDER], as a Lender |
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| By: | /s/ Xxxx XxXxxxxxx | |||
| Name: | Xxxx XxXxxxxxx | |||
| Title: | Vice President | |||
Signature page to Fourth Amendment to Credit Agreement
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| Suntrust Bank | ||||
| [NAME OF LENDER], as a Lender |
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| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Director | |||
Signature page to Fourth Amendment to Credit Agreement
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| US Bank National Association | ||||
| [NAME OF LENDER], as a Lender |
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| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
Signature page to Fourth Amendment to Credit Agreement
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