SECOND AMENDMENT
SECOND AMENDMENT, dated as of July 2, 2001 (this
"Amendment"), to the Competitive Advance and Revolving Credit Agreement,
dated as of July 28, 2000 (as amended by the First Amendment thereto, dated
as of October 6, 2000, and as 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 prior to the date hereof (the
"Existing Lenders"), the several banks and other financial institutions
parties to this Amendment but not parties to the Credit Agreement prior to
the date hereof (the "New Lenders" and, together with the Existing Lenders,
the "Lenders"), BANK OF AMERICA, N.A., as administrative agent (in such
capacity, the "Administrative Agent"), and THE CHASE MANHATTAN BANK, as
syndication agent.
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 amending the definition of "Applicable
Margin" by (a) deleting the words "15 basis points" where they appear in the
column entitled "Credit Status I" and substituting in lieu thereof the words
"20 basis points" and (b) deleting the words "19 basis points" where they
appear in the column entitled "Credit Status 2" and substituting in lieu
thereof the words "24 basis points".
3. Amendment to Section 1.1. Section 1.1 of the Credit
Agreement is hereby further amended by deleting therefrom the definition of
"364-Day Termination Date" and substituting in lieu thereof the following
definition:
"364-Day Termination Date": July 1, 2002.
4. Amendment to Schedule 1.1. Schedule 1.1 to the Credit
Agreement is hereby amended by deleting the columns entitled "Lender" and
"364-Day Commitment" where they appear in such Schedule and substituting in
lieu thereof the columns entitled "Lender" and "364-Day Commitment" set
forth on Schedule 1.1 attached hereto.
5. Effectiveness. This Amendment shall become effective as
of the date on which all of the following conditions precedent have been
satisfied:
(a) The Administrative Agent shall have received (i)
counterparts hereof duly executed by Gannett and the
Administrative Agent and (ii) an executed consent
letter from each Existing Lender (other than any
Existing Lender which is an Exiting Lender) and each
New Lender authorizing the Administrative Agent to
enter into this Amendment;
(b) The Lenders shall have received (i) audited
consolidated financial statements (the "Annual
Financials") of Gannett for the most recent fiscal
year ended prior to the date hereof as to which such
financial statements are available and (ii) unaudited
interim consolidated financial statements (the
"Quarterly Financials") of Gannett for each quarterly
period ended subsequent to the date of the latest
financial statements delivered pursuant to clause (i)
of this paragraph (b) as to which such financial
statements are available; and
(c) Each Lender shall have received a certificate
from the Secretary of Gannett certifying, as of the
date of this Amendment, to resolutions duly adopted
by the Board of Directors of Gannett or a duly
authorized committee thereof authorizing Gannett's
execution and delivery of this Amendment and the
making of the Borrowings.
(d) The Lenders and the Administrative Agent shall
have received all fees required to be paid on or
before the date hereof in connection with this
Amendment or the Credit Agreement.
6. Representations and Warranties. Gannett hereby
represents and warrants on and as of the date hereof that, after giving
effect to this Amendment:
(a) No Default or Event of Default has occurred and
is continuing;
(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, except that (i) no
representation or warranty is hereby made with
respect to Section 3.2 of the Credit Agreement and
(ii) all references in Article III of the Credit
Agreement (other than in Section 3.2 thereof) to
"March 26, 2000" shall be deemed for purposes of this
paragraph (b) to be references to "April 1, 2001";
and
(c) The Annual Financials and the Quarterly
Financials (including the related notes) fairly
present Gannett's consolidated financial condition as
of their respective dates and the consolidated
results of the operations of Gannett and its
Subsidiaries for the periods then ended, and have
been prepared in accordance with GAAP. Gannett and
its Subsidiaries have no Material liabilities as of
April 1, 2001 not reflected in the consolidated
balance sheet as of April 1, 2001 or the related
notes as of said date, and from that date to the date
hereof there has been no Material change in the
business or financial condition of Gannett and its
Subsidiaries taken as a whole which has not been
publicly disclosed.
7. New Lenders. By executing this Amendment, each New
Lender:
(a) Agrees to be bound by the provisions of the
Credit Agreement, and agrees that it shall, on the
date of this Amendment, become a "Lender" (as defined
in the Credit Agreement) for all purposes of the
Credit Agreement to the same extent as if originally
a party thereto; and
(b)(i) Represents and warrants that it is legally
authorized to enter into this Amendment; (ii)
confirms that it has received a copy of the Credit
Agreement, and such other documents and information
as it has deemed appropriate to make its own credit
analysis and decision to enter into this Amendment;
(iii) agrees that it has made and will, independently
and without reliance upon the Administrative Agent or
any other 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 Credit Agreement or
any instrument or document furnished pursuant hereto
or thereto; (iv) appoints and authorizes the
Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion
under the Credit Agreement or any 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 (v) agrees that it will be bound by the
provisions of the Credit Agreement and will perform
in accordance with its terms all the obligations
which by the terms of the Credit Agreement are
required to be performed by it as a Lender including,
without limitation, if it is organized under the laws
of a jurisdiction outside the United States, its
obligation pursuant to Section 2.15(d) of the Credit
Agreement.
8. Exiting 364-Day Lenders. The 364-Day Commitment of each
Lender whose name does not appear on Schedule 1.1 attached hereto (the
"Exiting Lender") will terminate on the date hereof upon repayment in full
of all amounts, if any, owing to it under the Credit Agreement on the date
hereof. On the date hereof, if necessary, Gannett shall effect such
borrowings and repayments among the 364-Day Lenders (which, notwithstanding
the provisions of subsection 2.13 of the Credit Agreement, need not be pro
rata among the 364-Day Lenders) so that, after giving effect thereto, the
respective principal amounts of the 364-Day Loans held by the 364-Day
Lenders shall be pro rata according to their respective 364-Day Commitment
Percentages, as amended hereby (Gannett being obligated to pay the amounts,
if any, due pursuant to subsection 2.16 of the Credit Agreement in
connection with such prepayments).
9. 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.
10. 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.
11. 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.
12. GOVERNING LAW. THIS AMENDMENT AND THE RIGHT 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.
13. 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.
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/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Treasurer and Vice President/
Investor Relations
BANK OF AMERICA, N.A., as
Administrative Agent
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Principal
