EX-101 INSTANCE DOCUMENT
EX-10.3 4 c06537exv10w3.htm EXHIBIT 10-3 Exhibit 10-3
Exhibit 10-3
FOURTH AMENDMENT
FOURTH AMENDMENT, dated as of August 25, 2010 (this Amendment), to the Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004, 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 (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, LLOYDS TSB BANK PLC AND SUNTRUST BANK, as Documentation Agents, and Banc of America Securities LLC and J.P.Morgan 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: J.P. Morgan 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 Gannetts 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, J.P. Morgan 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 J.P. Morgan 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. | ||||
By: | /s/ Michael A. Hart | |||
Name: | Michael A. Hart | |||
Title: | Vice President & Treasurer | |||
BANK OF AMERICA, N.A., as Administrative Agent | ||||
By: | /s/ Antonika Thomas | |||
Name: | Antonika (Toni) Thomas | |||
Title: | Assistant Vice President |
Consented to and agreed: | ||||
J.P. MORGAN SECURITIES INC., as Fourth Amendment Arranger | ||||
By: | /s/ David Mallett | |||
Name: | David Mallett | |||
Title: | Managing Director |
Signature page to Fourth Amendment to Credit Agreement
Bank of America, N.A. | ||||
[NAME OF LENDER], as a Lender | ||||
By: | /s/ Peter van der Horst | |||
Name: | Peter van der Horst | |||
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 | ||||
By: | /s/ Marc Adelberger | |||
Name: | Marc Adelberger | |||
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 | ||||
[NAME OF LENDER], as a Lender | ||||
By: | /s/ G. Stoecklein | |||
Name: | G. Stoecklein | |||
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/ Noam Azachi | |||
Name: | Noam Azachi | |||
Title: | Assistant Vice President |
Signature page to Fourth Amendment to Credit Agreement
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Capital One, N.A. | ||||
[NAME OF LENDER], as a Lender | ||||
By: | /s/ Rick Larson | |||
Name: | Rick Larson | |||
Title: | Senior Vice President |
Signature page to Fourth Amendment to Credit Agreement
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Citibank, N.A. | ||||
[NAME OF LENDER], as a Lender | ||||
By: | /s/ Elizabeth Gonzalez | |||
Name: | Elizabeth Minnella Gonzalez | |||
Title: | Vice President and Director |
Signature page to Fourth Amendment to Credit Agreement
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Comerica Bank | ||||
[NAME OF LENDER], as a Lender | ||||
By: | /s/ Blake Arnett | |||
Name: | Blake Arnett | |||
Title: | Vice President |
Signature page to Fourth Amendment to Credit Agreement
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Fifth Third Bank | ||||
[NAME OF LENDER], as a Lender | ||||
By: | /s/ Randolph J. Steirer | |||
Name: | Randolph J. Steirer | |||
Title: | Vice President |
Signature page to Fourth Amendment to Credit Agreement
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First Hawaiian Bank | ||||
[NAME OF LENDER], as a Lender | ||||
By: | /s/ Jeffrey N. Higashi | |||
Name: | Jeffrey N. Higashi | |||
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 | ||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
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 | ||||
By: | /s/ Windsor Davies | |||
Name: | Windsor Davies | |||
Title: | Managing Director, Corporate Banking | |||
By: | /s/ Deborah Carlson | |||
Name: | Deborah Carlson | |||
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 | ||||
By: | /s/ Raymond Ventura | |||
Name: | Raymond Ventura | |||
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 | ||||
By: | /s/ Lisa McDermott | |||
Name: | Lisa McDermott | |||
Title: | Vice President |
Signature page to Fourth Amendment to Credit Agreement
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Suntrust Bank | ||||
[NAME OF LENDER], as a Lender | ||||
By: | /s/ Michael Vegh | |||
Name: | Michael Vegh | |||
Title: | Director |
Signature page to Fourth Amendment to Credit Agreement
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US Bank National Association | ||||
[NAME OF LENDER], as a Lender | ||||
By: | /s/ Steven L. Sawyer | |||
Name: | Steven L. Sawyer | |||
Title: | Vice President |
Signature page to Fourth Amendment to Credit Agreement
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