MASTER ASSIGNMENT AND ASSUMPTION
Exhibit 10-11
Reference is made to (i) the Amended and Restated Competitive Advance and Revolving Credit
Agreement, dated as of March 11, 2002 and effective as of March 18, 2002 (the “2002 Credit
Agreement”), as amended and restated 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 and 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 and as further amended by the Fourth Amendment thereto, dated as of August
25, 2010 and as further amended by the Fifth Amendment thereto, dated as of September 30, 2010,
among Gannett, the lenders thereto, Bank of America, N.A., as initial administrative agent,
JPMorgan Chase Bank, N.A. and Citibank, N.A. as syndication agents and JPMorgan Chase Bank, N.A. as
successor administrative agent, and Barclays Bank PLC, as documentation agent, (ii) the Competitive
Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15,
2004 (the “2004 Credit Agreement”), as amended by the First Amendment thereto, dated as of
February 28, 2007 and effective as of March 15, 2007 and 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 and as further amended by the Fourth
Amendment thereto, dated as of August 25, 2010 and as further amended by the Fifth Amendment
thereto, dated as of September 30, 2010, among Gannett, the lenders thereto, Bank of America, N.A.,
as initial administrative agent, JPMorgan Chase Bank, N.A. and Citibank, N.A. as syndication agents
and JPMorgan Chase Bank, N.A. as successor administrative agent, and Barclays Bank PLC and Suntrust
Bank, as documentation agents, and (iii) the Competitive Advance and Revolving Credit Agreement,
dated as of December 13, 2004 and effective as of January 5, 2005 (the “2005 Credit
Agreement”), as amended by the First Amendment thereto, dated as of February 28, 2007 and
effective as of March 15, 2007 and 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 and as further amended by the Fourth Amendment thereto,
dated as of August 25, 2010 and as further amended by the Fifth Amendment thereto, dated as of
September 30, 2010, among Gannett, the lenders thereto, Bank of America, N.A., as administrative
agent, JPMorgan Chase Bank, N.A. and Citibank, N.A. as syndication agents and JPMorgan Chase Bank,
N.A. as successor administrative agent, and Barclays Bank PLC, as documentation agent (the Credit
Agreements described in clauses (i), (ii) and (iii) above as amended, supplemented or otherwise
modified on or prior to the date hereof, the “Existing Credit Agreements” and after the
Extension Effective Date, the “Credit Agreements”). Unless otherwise defined herein, terms
defined in the Existing Credit Agreements and used herein shall have the meanings given to them in
the Existing Credit Agreements.
This Master Assignment and Assumption (the “Assignment and Assumption”) is dated as of
the Extension Effective Date (as defined in the Credit Agreements) and is entered into by and
between each of the Lenders listed on Schedule 1 (each an “Assignor”; collectively,
the “Assignors”) and each Assignee set forth on Schedule 1 (each an
“Assignee”; collectively, the “Assignees”).
Gannett has notified the Administrative Agent and the Lenders that, substantially
contemporaneously with the effectiveness of the Fifth Amendment and Waiver, the Five-Year
Commitments under the 2002 Credit Agreement shall be permanently reduced by $365,393,623.38, the
Five -Year Commitments under the 2004 Credit Agreement shall be permanently reduced by
$468,303,261.36 and the Five-Year Commitments under the 2005 Credit Agreement shall be permanently
reduced by $285,738,396.15 such that, following such reduction, the aggregate amount of Five-Year
Commitments under the Credit Agreements shall be $1,630,564,719.11. The Administrative Agent and
Lenders party hereto hereby waive any notice requirement in respect of such reduction pursuant
to Section 2.4 of the Existing Credit Agreements.
The Assignors and the Assignees hereto agree as follows:
1. The Assignors hereby irrevocably sell and assign to the Assignees without recourse to any
such Assignor, and the Assignees hereby irrevocably purchase and assume from the Assignors (in each
case, on a ratable basis in accordance with the amounts of the applicable Assigned Facility (as
defined below) to be purchased and assumed by such Assignee hereunder) without recourse to any such
Assignor, as of the Extension Effective Date, all of the respective interests of the Assignors
(with respect to each Assignee or Assignor, as applicable, its “Assigned Interest”) in and
to the Assignors’ rights and obligations in respect of their Five-Year Commitments under the
Existing Credit Agreements as set forth on Schedule 1 hereto (individually, an
“Assigned Facility”; collectively, the “Assigned Facilities”), in a principal
amount for each Assigned Facility as set forth on Schedule 1 hereto. The parties hereto
hereby agree that on the Extension Effective Date each Assignor shall receive payment in full from
the Assignees and Gannett of all outstanding principal and accrued interest and fees owing to it
except for any such amounts that will continue to be owing to it as a party to the Credit
Agreements. Each Assignee shall only be responsible for purchasing the assigned amount set forth
next to its name set forth on Schedule 1 and no Assignee shall be liable in any way for the failure
of any other Assignee to purchase any amounts to be purchased by such other Assignee.
2. No Assignor (a) makes any representation or warranty or assumes any responsibility with
respect to any statements, warranties or representations made in or in connection with the Existing
Credit Agreements or with respect to the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Existing Credit Agreements, any other Loan Document or any
other instrument or document furnished pursuant thereto, other than that such Assignor is the legal
and beneficial owner of the interest being assigned by it hereunder, has not created any adverse
claim upon the interest being assigned by it hereunder and that such interest is free and clear of
any such adverse claim or (b) makes any representation or warranty or assumes any responsibility
with respect to the financial condition of Gannett, any of its Affiliates or any other obligor or
the performance or observance by Gannett, any of its Affiliates or any other obligor of any of
their respective obligations under the Existing Credit Agreements or any other Loan Document or any
other instrument or document furnished pursuant hereto or thereto
3. Each Assignee (a) represents and warrants that it is legally authorized to enter into this
Master Assignment and Assumption; (b) confirms that it has received copies of the Existing Credit
Agreements and the Credit Agreements, together with copies of the financial statements delivered
pursuant to Section 5.1 of the Credit Agreements, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Master
Assignment and Assumption; (c) agrees that it will, independently and without reliance upon the
Assignor, the Administrative Agent or any Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Existing Credit Agreements and the Credit Agreements, the other Loan
Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints
and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Existing Credit Agreements and the Credit Agreements, the
other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as
are delegated to the Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of the Existing Credit
Agreements and the Credit Agreements and will perform in accordance with their respective terms all
the obligations required to be performed by it as a Lender
including, if it is organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to Section 2.15(d) of the Existing Credit Agreements and the Credit Agreements.
4. The effective date of this Master Assignment and Assumption shall be the Extension
Effective Date. For the avoidance of doubt, each Assignee shall have consented to the Credit
Agreements (and the amendments to the Existing Credit Agreements set forth therein) once all
conditions to effectiveness under the Credit Agreements (other than receipt by the Administrative
Agent of the signatures of the Assignees) have been satisfied.
5. Following the execution of this Master Assignment and Assumption, it will be delivered to
the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to
the Existing Credit Agreements, effective as of the Extension Effective Date.
6. Upon such acceptance and recording, from and after the Extension Effective Date, the
Administrative Agent shall make all payments in respect of the applicable Assigned Interest
(including payments of principal, interest, fees and other amounts) to the applicable Assignor for
amounts which have accrued to the Extension Effective Date and to the applicable Assignee for
amounts which have accrued subsequent to the Extension Effective Date.
7. From and after the Extension Effective Date, (a) each Assignee shall be a party to the
applicable Credit Agreement(s) to which its Five-Year Commitments have been assigned hereunder, as
applicable, and, to the extent provided in this Master Assignment and Assumption, have the rights
and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the
provisions thereof and (b) each Assignor that has assigned all of its existing Five-Year
Commitments, relinquish its rights and be released from its obligations under the Existing Credit
Agreements and the Credit Agreements, if any. Each Assignee agrees to promptly execute and deliver
to Gannett and the Administrative Agent a counterpart of each Credit Agreement to which it becomes
a party hereunder.
8. This Master Assignment and Assumption shall be governed by, and construed in accordance
with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Master Assignment and Assumption to be
executed as of the Extension Effective Date by their respective duly authorized officers.
Schedule 1
to the Master Assignment and Assumption with respect to
(i) the 2002 Credit Agreement,
(ii) the 2004 Credit Agreement, and
(iii) the 2005 Credit Agreement
to the Master Assignment and Assumption with respect to
(i) the 2002 Credit Agreement,
(ii) the 2004 Credit Agreement, and
(iii) the 2005 Credit Agreement
Name of Assignor: Each Lender listed as an Assignor in the table below
| 2002 Credit | 2004 Credit | 2005 Credit | Principal | |||||||||||||
| Agreement | Agreement | Agreement | Amount | |||||||||||||
| Assignor | Assigned | Assigned | Assigned | Assigned | ||||||||||||
Barclays Bank PLC |
(4,063,918.59 | ) | (8,257,132.61 | ) | (13,903,500.10 | ) | (26,224,551.30 | ) | ||||||||
Comerica Bank |
(2,573,474.01 | ) | — | (9,518,616.02 | ) | (12,092,090.03 | ) | |||||||||
First Hawaiian Bank |
(1,941,132.41 | ) | (5,760,729.92 | ) | (4,022,616.60 | ) | (11,724,478.93 | ) | ||||||||
JPMorgan Chase Bank, N.A. |
(43,926,586.66 | ) | (33,051,555.74 | ) | (52,722,614.47 | ) | (129,700,756.87 | ) | ||||||||
Mizuho Corporate Bank, Ltd. |
(8,492,464.20 | ) | (16,182,027.66 | ) | (14,753,854.84 | ) | (39,428,346.70 | ) | ||||||||
Sumitomo
Mitsui Banking Corporation |
— | (26,173,720.66 | ) | (19,692,739.36 | ) | (45,866,460.02 | ) | |||||||||
SunTrust Bank |
(3,655,834.32 | ) | (8,990,287.74 | ) | (8,107,104.69 | ) | (20,753,226.75 | ) | ||||||||
The Bank of
Tokyo-Mitsubishi UFJ Ltd.,
New York Branch |
(7,977,769.41 | ) | (15,026,168.52 | ) | (17,609,439.66 | ) | (40,613,377.59 | ) | ||||||||
TOTALS |
(72,631,179.60 | ) | (113,441,622.85 | ) | (140,330,485.74 | ) | (326,403,288.19 | ) | ||||||||
Name of Assignee: Each Lender listed as an Assignee in the table below
| 2002 Credit | 2004 Credit | 2005 Credit | ||||||||||||||
| Agreement | Agreement | Agreement | Principal Amount | |||||||||||||
| Assignee | Assumed | Assumed | Assumed | Assumed | ||||||||||||
Capital One, N.A. |
— | — | 31,162,177.65 | 31,162,177.65 | ||||||||||||
Citibank, N.A. |
20,738,157.72 | 29,536,804.05 | 8,392,011.37 | 58,666,973.14 | ||||||||||||
Fifth Third Bank |
10,467,078.16 | 16,292,516.29 | 3,502,751.66 | 30,262,346.11 | ||||||||||||
PNC Bank, N.A. |
— | — | 79,504,963.18 | 79,504,963.18 | ||||||||||||
The Northern Trust Company |
7,805,232.14 | 6,606,014.10 | 1,439,567.16 | 15,850,813.40 | ||||||||||||
US Bank, National Association |
33,620,711.58 | 61,006,288.41 | 16,329,014.72 | 110,956,014.71 | ||||||||||||
TOTALS |
72,631,179.60 | 113,441,622.85 | 140,330,485.74 | 326,403,288.19 | ||||||||||||
Post-Assignment Commitments: After giving effect to the assignments contemplated hereby,
but before giving effect to any reductions as described in Section 2.22(b)(c) of each Credit
Agreement, each person listed as an Extending Lender in the table below will have the following
Commitments:
| 2002 Credit | 2004 Credit | 2005 Credit | ||||||||||||||
| Agreement | Agreement | Agreement | Principal Amount | |||||||||||||
| Extending Lender | Commitment | Commitment | Commitment | Commitment | ||||||||||||
Barclays Bank PLC |
$ | 62,348,537.72 | $ | 93,546,172.12 | $ | 56,004,348.64 | $ | 211,899,058.48 | ||||||||
Capital One, N.A. |
$ | 0.00 | $ | 0.00 | $ | 38,152,962.52 | $ | 38,152,962.52 | ||||||||
Citibank, N.A. |
$ | 86,713,689.97 | $ | 132,650,880.95 | $ | 77,426,012.01 | $ | 296,790,582.93 | ||||||||
Comerica Bank |
$ | 14,903,488.18 | $ | 0.00 | $ | 25,435,308.35 | $ | 40,338,796.53 | ||||||||
Fifth Third Bank |
$ | 27,944,040.35 | $ | 45,129,503.90 | $ | 13,115,080.86 | $ | 86,188,625.11 | ||||||||
First Hawaiian Bank |
$ | 5,049,652.46 | $ | 13,900,852.54 | $ | 6,463,560.71 | $ | 25,414,065.71 | ||||||||
JPMorgan Chase Bank, N.A. |
$ | 122,104,554.11 | $ | 84,917,939.02 | $ | 88,840,779.24 | $ | 295,863,272.37 | ||||||||
Mizuho Corporate Bank, Ltd. |
$ | 49,181,511.01 | $ | 81,688,960.58 | $ | 39,424,727.94 | $ | 170,295,199.53 | ||||||||
PNC Bank, N.A. |
$ | 0.00 | $ | 0.00 | $ | 114,458,887.55 | $ | 114,458,887.55 | ||||||||
Sumitomo
Mitsui Banking Corporation |
$ | 0.00 | $ | 26,257,165.90 | $ | 15,261,185.01 | $ | 41,518,350.91 | ||||||||
SunTrust Bank |
$ | 48,775,052.24 | $ | 91,502,244.83 | $ | 31,216,060.23 | $ | 171,493,357.30 | ||||||||
The Bank of
Tokyo-Mitsubishi UFJ Ltd., New York Branch |
$ | 46,200,813.37 | $ | 75,854,034.85 | $ | 47,055,320.43 | $ | 169,110,168.65 | ||||||||
The Northern Trust Company |
$ | 35,768,371.64 | $ | 32,821,457.38 | $ | 17,168,833.13 | $ | 85,758,662.15 | ||||||||
US Bank, National Association |
$ | 51,097,673.77 | $ | 93,775,592.51 | $ | 27,252,116.09 | $ | 172,125,382.37 | ||||||||
Totals |
$ | 550,087,384.82 | $ | 772,044,804.58 | $ | 597,275,182.71 | $ | 1,919,407,372.11 | ||||||||
Post-Reduction Commitments: After giving effect to the assignments contemplated hereby and
the subsequent reductions described in Section 2.22(b)(c) of each Credit Agreement, each person
listed as an Extending Lender in the table below will have the following Commitments:
| 2002 Credit | 2004 Credit | 2005 Credit | ||||||||||||||
| Agreement | Agreement | Agreement | Principal Amount | |||||||||||||
| Extending Lender | Commitment | Commitment | Commitment | Commitment | ||||||||||||
Barclays Bank PLC |
$ | 34,862,385.32 | $ | 53,440,366.98 | $ | 36,697,247.70 | $ | 125,000,000.00 | ||||||||
Capital One, N.A. |
$ | 0.00 | $ | 0.00 | $ | 25,000,000.00 | $ | 25,000,000.00 | ||||||||
Citibank, N.A. |
$ | 48,486,238.53 | $ | 75,779,816.51 | $ | 50,733,944.96 | $ | 175,000,000.00 | ||||||||
Comerica Bank |
$ | 8,333,333.33 | $ | 0.00 | $ | 16,666,666.67 | $ | 25,000,000.00 | ||||||||
Fifth Third Bank |
$ | 15,625,000.00 | $ | 25,781,250.00 | $ | 8,593,750.00 | $ | 50,000,000.00 | ||||||||
First Hawaiian Bank |
$ | 2,823,529.41 | $ | 7,941,176.47 | $ | 4,235,294.12 | $ | 15,000,000.00 | ||||||||
JPMorgan Chase Bank, N.A. |
$ | 68,275,154.00 | $ | 48,511,293.64 | $ | 58,213,552.36 | $ | 175,000,000.00 | ||||||||
Mizuho Corporate Bank, Ltd. |
$ | 27,500,000.00 | $ | 46,666,666.66 | $ | 25,833,333.34 | $ | 100,000,000.00 | ||||||||
PNC Bank, N.A. |
$ | 0.00 | $ | 0.00 | $ | 75,000,000.00 | $ | 75,000,000.00 | ||||||||
Sumitomo
Mitsui Banking Corporation |
$ | 0.00 | $ | 15,000,000.00 | $ | 10,000,000.00 | $ | 25,000,000.00 | ||||||||
SunTrust Bank |
$ | 27,272,727.27 | $ | 52,272,727.28 | $ | 20,454,545.45 | $ | 100,000,000.00 | ||||||||
The Bank of
Tokyo-Mitsubishi UFJ Ltd., New York Branch |
$ | 25,833,333.33 | $ | 43,333,333.34 | $ | 30,833,333.33 | $ | 100,000,000.00 | ||||||||
The Northern Trust Company |
$ | 20,000,000.00 | $ | 18,750,000.00 | $ | 11,250,000.00 | $ | 50,000,000.00 | ||||||||
US Bank, National Association |
$ | 28,571,428.57 | $ | 53,571,428.57 | $ | 17,857,142.86 | $ | 100,000,000.00 | ||||||||
Totals |
$ | 307,583,129.76 | $ | 441,048,059.45 | $ | 391,368,810.79 | $ | 1,140,000,000.00 | ||||||||
Extension Effective Date: September 30, 2010
| BARCLAY’S BANK PLC, as an Assignor | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | Assistant Vice President | |||||
Extension Effective Date: September 30, 2010
| Comerica Bank, as an Assignor | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President | |||||
Extension Effective Date: September 30, 2010
| First Hawaiian Bank, as an Assignor | ||||||
| By: | /s/ Xxxx Xxxxxxx | |||||
| Name: | Xxxx Xxxxxxx | |||||
| Title: | Vice President | |||||
Extension Effective Date: September 30, 2010
| JPMORGAN CHASE BANK, N.A., as an Assignor | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Director | |||||
Extension Effective Date: September 30, 2010
| MIZUHO CORPORATE BANK, LTD., as an Assignor | ||||||
| By: | /s/ Xxxxxxx X. Xxxx | |||||
| Name: | Xxxxxxx Xxxx | |||||
| Title: | Authorized Signatory | |||||
Extension Effective Date: September 30, 2010
| Sumitomo Mitsui Banking Corporation, as an Assignor | ||||||
| By: | /s/ Xxxxxxxxx Xxxxxxxxx | |||||
| Name: | Xxxxxxxxx Xxxxxxxxx | |||||
| Title: | General Manager | |||||
Extension Effective Date: September 30, 2010
| SUNTRUST BANK, as an Assignor | ||||||
| By: | /s/ Xxxxxxx Xxxx | |||||
| Name: | Xxxxxxx Xxxx | |||||
| Title: | Director | |||||
Extension Effective Date: September 30, 2010
| The Bank of Tokyo-Mitsubishi UFJ, Ltd., as an Assignor | ||||||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxxxxx | |||||
| Title: | Authorized Signatory | |||||
Extension Effective Date: September 30, 2010
| The Bank of Tokyo-Mitsubishi UFJ Trust Company, as an Assignor | ||||||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxxxxx | |||||
| Title: | Vice President | |||||
Extension Effective Date: September 30, 2010
| Capital One, N.A., as an Assignee | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: | Xxxx Xxxxxx | |||||
| Title: | Senior Vice President | |||||
Extension Effective Date: September 30, 2010
| CITIBANK, N.A., as an Assignee | ||||||
| By: | /s/ Xxxxxxxxx Xxxxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxxxxx Xxxxxxxx Xxxxxxxx | |||||
| Title: | Director and Vice President | |||||
Extension Effective Date: September 30, 2010
| FIFTH THIRD BANK, as an Assignee | ||||||
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxxx X. Xxxxxxx | |||||
| Title: | Vice President | |||||
Extension Effective Date: September 30, 2010
| PNC Bank, N.A., as an Assignee | ||||||
| By: | /s/ D. Xxxxxxxx Xxxxxxx | |||||
| Name: | D. Xxxxxxxx Xxxxxxx | |||||
| Title: | Senior Vice President | |||||
Extension Effective Date: September 30, 2010
| The Northern Trust Company, as an Assignee | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxxx Xxxxxxxx | |||||
| Title: | Senior Vice President | |||||
Extension Effective Date: September 30, 2010
| US Bank, National Association, as an Assignee | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxx | |||||
| Title: | Vice President | |||||
Extension Effective Date: September 30, 2010
| Accepted for Recordation in the Register: | ||||||
| JPMORGAN CHASE BANK, N.A., as | ||||||
| Administrative Agent | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Director | |||||
| Consented by: | ||||||
| GANNETT CO., INC. | ||||||
| By: | /s/ Xxxxxxx X. Xxxx | |||||
| Name: | Xxxxxxx X. Xxxx | |||||
| Title: | Vice President & Treasurer | |||||
| Consented by: | ||||||
| JPMORGAN CHASE BANK, N.A., as | ||||||
| Administrative Agent | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Director | |||||
| JPMORGAN CHASE BANK, N.A., as | ||||||
| Issuing Lender | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Executive Director | |||||
| BANK OF AMERICA, N.A., as | ||||||
| Issuing Lender | ||||||
| By: | /s/ Xxxxx van der Xxxxx | |||||
| Name: | Xxxxx van der Xxxxx | |||||
| Title: | Senior Vice President | |||||
