AMENDMENT NUMBER THREE
to
$3,000,000,000
REVOLVING CREDIT AGREEMENT
dated as of December 1, 1993
between
GANNETT CO., INC.
and
BANK OF AMERICA NT&SA,
XXXXXX GUARANTY TRUST COMPANY,
NATIONSBANK N.A. (CAROLINAS), FIRST CHICAGO NBD,
CITIBANK, N.A.,
THE FUJI BANK, LIMITED, TORONTO DOMINION (TEXAS), INC.,
WACHOVIA BANK OF GEORGIA, N.A., BANK OF HAWAII,
XXXXX FARGO BANK, THE BANK OF NOVA SCOTIA,
THE CHASE MANHATTAN BANK, N.A.,
DEUTSCHE BANK AG, MARINE MIDLAND BANK,
PNC BANK, NATIONAL ASSOCIATION,
ROYAL BANK OF CANADA, THE SANWA BANK, LIMITED,
CRESTAR BANK, THE NORTHERN TRUST COMPANY, and
THE FIRST NATIONAL BANK OF MARYLAND,
as amended
GANNETT CO., INC.
Amendment Number Three
to
$3,000,000,000
Revolving Credit Agreement
This Amendment Number Three is made as of August 20, 1996
between Gannett Co., Inc., a Delaware corporation ("Gannett"), and
the Banks signatory hereto (each called a "Bank" and collectively
the "Banks"). Unless otherwise defined herein, all capitalized terms
used herein shall have the meaning ascribed to such terms in the
Agreement (as defined below).
Gannett entered into a $1,000,000,000 Revolving Credit Agreement
with the Banks dated December 1, 1993 (the "Agreement"). On
August 1, 1994, pursuant to Amendment Number One to the Agreement,
the Agreement was amended to increase the aggregate commitment
to $1,500,000,000, extend the Expiration Date and modify the Facility Fee.
On November 13, 1995, pursuant to Amendment Number Two to the
Agreement, the Agreement was amended to increase the aggregate
commitment to $3,000,000,000, extend the Expiration Date, modify the
Facility Fee, adjust the Applicable Margin in effect with respect to
the Money Market Rate and the Eurodollar Rate, and amend Schedule 1 to
the Agreement.
Gannett and the Banks wish to further amend the Agreement to modify
the notice requirements with respect to Alternate Rate Advances, to
eliminate a certain representation regarding environmental matters as
a condition to lending and to reflect a change in certain of the Banks.
The parties hereby agree as follows:
1. The terms "this Agreement," "hereunder," "herein" and similar
references in the Agreement shall be deemed to refer to the Agreement
as amended hereby.
2. Section 3(b)(i) of the Agreement shall be amended in its
entirety to read as follows:
3(b). Money Market and Alternate Rate Advances
(i) For each Money Market Advance and Alternate Rate Advance,
Gannett shall deliver to the Servicing Bank notice
before such proposed Borrowing specifying the total
amount of such Borrowing, whether it is to be comprised
of Money Market Advances or Alternate Rate Advances,
the applicable N.Y. Interest Period, the amount
thereof which is to be loaned by each Bank, the date of
such proposed Borrowing and the Maturity Date, which
shall not be later than the Expiration Date. Notice
with respect to Money Market Advances shall be delivered
at least one Business Day prior to the proposed Borrowing.
Notice with respect to Alternate Rate Advances may be
delivered on or prior to the date of the proposed
Borrowing, provided that with respect to same day notice
such notice shall have been received by the Servicing
Bank by 12:00 p.m. (New York, New York time) on the date
of the proposed Borrowing. Upon its receipt of Gannett's
notice, the Servicing Bank shall promptly notify each
Bank by telecopy of the date of the proposed borrowing,
the amount to be loaned by such Bank, whether it is to
be a Money Market Advance or an Alternate Rate Advance,
the N.Y. Interest Period and the Maturity Date, which
shall be the last day of the N.Y. Interest Period.
Thereafter, the Servicing Bank shall forward a
xerographic copy of Gannett's notice to each other Bank.
On the date specified in any such notice with respect
to Money Market Advances or Alternate Rate Advances for
which longer than same day notice has been provided,
each Bank shall make its share of the Borrowing available
in immediately available funds to Gannett at the principal
office of the Servicing Bank prior to 11:00 a.m.
(New York, New York time). With respect to Alternate
Rate Advances for which same day notice has been provided,
each Bank shall make its share of the Borrowing available
in immediately available funds to Gannett at the principal
office of the Servicing Bank as promptly as possible
following notice from the Servicing Bank as to the
proposed Borrowing, and in any event prior to 2:00 p.m.
on such day.
3. Section 7(a) shall be amended by deleting from clause (ii) thereof
the words "and 5(h)" and inserting before the reference to "5(g)" and in
place of the comma preceding the reference to 5(g) the word "and".
4. Schedule 1 of the Agreement shall be amended in its entirety to
read as set forth in Schedule 1 to this Amendment, and those financial
institutions whose names appear on Schedule 1 hereto shall each be a
"Bank" and, collectively, the "Banks" for all purposes under the Agreement
and this Amendment No. 3.
5. The terms of this Agreement shall be in addition to and shall in no
way impair the full force and effect of the Agreement (except as specifically
amended herein).
6. This Amendment may be executed by the parties in as many
counterparts as may be deemed necessary and convenient, and by the different
parties on separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute but one and
the same instrument.
7. THIS AMENDMENT NUMBER THREE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties have executed this Amendment
Number Three as of the date first written above.
GANNETT CO., INC.
/s/
By: ___________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President/Treasury Services
BANK OF AMERICA NT&SA
/s/
By: ___________________________________
Name: Xxx X. Xxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, N.A. (as
successor by merger with Chemical Bank)
/s/
By: ___________________________________
Name: Xxxx X. Xxxxx, III
Title: Managing Director
XXXXXX GUARANTY TRUST COMPANY
/s/
By: ___________________________________
Name: Xxxxxxx Xxxxx
Title: Vice President
NATIONSBANK N.A. (CAROLINAS)
/s/
By: ___________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Officer
FIRST CHICAGO NBD (formerly known as The
First National Bank of Chicago)
/s/
By: ___________________________________
Name: Xxxxxxx X. Xxxx
Title: Corporate Banking Officer
CITIBANK, N.A.
/s/
By: ___________________________________
Name: Xxxx Xxxxxxx, Attorney-in-Fact
Title: Vice President
THE FUJI BANK, LIMITED
/s/
By: ___________________________________
Name: Xxxxxxxx Xxxxxx
Title: SVP and Group Head
TORONTO DOMINION (TEXAS), INC.
/s/
By: ___________________________________
Name: Xxxx Xxxxxxx
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
/s/
By: ___________________________________
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
BANK OF HAWAII
/s/
By: ___________________________________
Name: Xxxxx Xxxxxxx
Title: Officer
XXXXX FARGO BANK (as successor by merger with
First Interstate Bank of California)
/s/
By: ___________________________________
Name: Xxxxxx X. Xxx
Title: Vice President
THE BANK OF NOVA SCOTIA
/s/
By: ___________________________________
Name: Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Authorized Signatory
DEUTSCHE BANK AG
/s/
By: ___________________________________
Name: Xxxxx Xxxxx
Title: Assistant Vice President
/s/
By: ___________________________________
Name: Xxxx X. Xxxxx
Title: Vice President
MARINE MIDLAND BANK
/s/
By: ___________________________________
Name: Gay X. Xxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
/s/
By: ___________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
ROYAL BANK OF CANADA
/s/
By: ___________________________________
Name: Xxxxxxx Xxxxx
Title: Senior Manager
THE SANWA BANK, LIMITED
/s/
By: ___________________________________
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
CRESTAR BANK
/s/
By: ___________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
/s/
By: ___________________________________
Name: Xxxxxx Xxxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF MARYLAND
/s/
By: ___________________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President
SCHEDULE 1
COMMITMENTS OF THE BANKS
NAME, ADDRESS AND TELECOPY COMMITMENT
AMOUNT
NUMBER OF BANK
CO-ARRANGERS
Bank of America NT&SA $250,000,000
0000 Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
Telecopy: 000-000-0000 or 7532
With a copy to:
Bank of America NT&SA
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: 000-000-0000
The Chase Manhattan Bank, N.A. $250,000,000
(as successor by merger with Chemical Bank)
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: 000-000-0000
Xxxxxx Guaranty Trust Company $250,000,000
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: 000-000-0000
NationsBank N.A. (Carolinas) $250,000,000
Communications Finance Division
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000-0000
First Chicago NBD $250,000,000
(formerly known as The First National
Bank of Chicago)
One First Xxxxxxxx Xxxxx
Xxxx Xxxxx 0000
Xxxxxxx, Xx 00000-0000
Telecopy: 000-000-0000
CO-AGENTS
Citibank, N.A. $150,000,000
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: 000-000-0000
The Fuji Bank, Limited $150,000,000
Xxx Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopy: 000-000-0000
Toronto Dominion (Texas), Inc. $150,000,000
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy: 000-000-0000
With a copy to:
The Toronto-Dominion Bank
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: 000-000-0000
Wachovia Bank of Georgia, N.A. $150,000,000
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: 000-000-0000
LEAD MANAGERS
Bank of Hawaii $125,000,000
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
Telecopy: 000-000-0000
With a copy to:
Bank of Hawaii
0000 X. Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxx, Xxxxxxx 00000
Telecopy: 000-000-0000
Xxxxx Fargo Bank $125,000,000
(as successor by merger with
First Interstate Bank of California)
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: 000-000-0000
The Bank of Nova Scotia
$100,000,000
New York Agency1 Xxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopy: 000-000-0000 or 0000
Xxx Xxxxx Xxxxxxxxx Bank, N.A. $100,000,000
One Chase SquareCorp. Industries Dept.
Tower 9
Xxxxxxxxx, XX 00000
Telecopy: 000-000-0000
Deutsche Bank AG $100,000,000
New York Branch and/or
Cayman Islands Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, X.X. 00000
Telecopy: 000-000-0000
Marine Midland Bank $100,000,000
Xxx Xxxxxx Xxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Telecopy: 000-000-0000
PNC Bank, National Association $100,000,000
Communications Banking Division
MS 12-09-01
Land Title Building
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx
Telecopy: 000-000-0000
Royal Bank of Canada $100,000,000
x/x Xxxxx Xxxxxx (Xxxxx Xxxxxxx #1) Branch
Xxxxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000-0000
Telecopy: 000-000-0000
The Sanwa Bank, Limited
$100,000,000
Atlanta AgencyGeorgia-Pacific Center
Suite 4750
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
Telecopy: 000-000-0000
LENDERS
Crestar Bank $ 75,000,000
0000 Xxx Xxxx Xxxxxx, X.X.
Corporate Division - Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Telecopy: 000-000-0000
The Northern Trust Company $ 75,000,000
00 Xxxxx XxXxxxx Xxxxxx - X00
Xxxxxxx, XX 00000
Telecopy: 000-000-0000
The First National Bank of Maryland $ 50,000,000
0000 X Xxxxxx, X.X., Xxxxx 0000
Xxxxxxxxxx, XX 00000
Telecopy: 000-000-0000
TOTAL $3,000,000,000
