Exhibit 4-11
FIRST AMENDMENT, dated as of October 6, 2000 (this "Amendment"), to the
Competitive Advance and Revolving Credit Agreement, dated as of July 28, 2000
(the "Credit Agreement"), among GANNETT CO., INC.., a Delaware corporation
("Gannett"), the several banks and other financial institutions from time to
time parties to the Credit Agreement (as more specifically defined therein, the
"Lenders"), BANK OF AMERICA, N.A., as administrative agent (in such capacity,
the "Administrative Agent"), and THE CHASE MANHATTAN BANK, as syndication agent
(in such capacity, the "Syndication Agent").
W I T N E S S E T H :
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WHEREAS, Gannett has requested certain amendments to the Credit Agreement;
and
WHEREAS, the parties hereto are willing to agree to the requested
amendments on the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties agree hereto hereby as follows:
A. Definitions. Unless otherwise defined herein, terms defined in
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the Credit Agreement shall have their defined meanings when used herein.
B. Amendments to Credit Agreement.
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1. Amendment to Section 2.2 (Procedure for Revolving Credit Borrowing).
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Section 2.2 is hereby amended by:
a. deleting in clause (b) thereof the words "one Business Day prior
to the requested Borrowing Date" and inserting in lieu thereof
the words "on the requested Borrowing Date";
b. deleting in line 4 thereof the words "prior to 12:00 Noon,
Dallas, Texas time" and inserting in lieu thereof the words
"prior to 11:00 A.M., Dallas, Texas time"; and
c. deleting in lines 15 and 16 thereof the words "prior to
11:00 A.M., Dallas, Texas time" and inserting in lieu of thereof
the words "prior to 1:00 P.M., Dallas, Texas time".
2. Amendment to Section 9.1 (Amendments and Waivers).
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Section 9.1 is hereby amended by inserting in clause (b)(ii) thereof the words
"extend or" after the phrase "eliminate or reduce the voting rights of any
Lender under this Section 9.1 or" and before the phrase "increase the Commitment
of any Lender".
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C. Conditions to Effectiveness. The effectiveness of this Amendment shall be
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subject to the satisfaction of the following conditions precedent:
1. Amendment. The Administrative Agent shall have received counterparts
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of this Amendment executed by Gannett, the Administrative Agent and the
required Lenders.
2. No Default. No Default or Event of Default shall have occurred and be
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continuing on the Amendment Effective Date (as hereinafter defined) after giving
effect to this Amendment.
D. Representations and Warranties. The representations and warranties made by
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Gannett in the Credit Agreement are true and correct in all material respects on
and as of the Amendment Effective Date (after giving effect hereto) as if made
on and as of the Amendment Effective Date.
E. Miscellaneous.
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1. Effective Date. As used in this Amendment the term "Amendment
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Effective Date" shall mean the date on which all conditions precedent set forth
in Section C hereof shall have been satisfied.
2. Governing Law. This Amendment shall be construed in accordance with
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and governed by the law of the State of New York.
3. Counterparts. This Amendment may be executed by the parties hereto in
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any number of separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
4. Continuing Effect. Except as expressly amended hereby, the Credit
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Agreement as amended by this Amendment shall continue to be and shall remain in
full force and effect. From and after the Amendment Effective Date, all
references in the Credit Agreement thereto shall be to the Credit Agreement as
amended hereby.
5. Headings. Section headings used in this Agreement are for convenience
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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.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have entered this Amendment to be executed
and delivered by their respective duly authorized officers as of the day and
year first above written.
GANNETT CO., INC..
By: /s/ Gracia Martore
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Name: Gracia Martore
Title: Treasurer
BANK OF AMERICA, N.A., as
Administrative Agent and Lender
By: /s/ Pamela S. Kurtzman
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Name: Pamela S. Kurtzman
Title: Principal
THE CHASE MANHATTAN BANK, as
Syndication Agent and Lender
By: /s/ John J. Huber III
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Name: John J. Hubber III
Title: Managing Director
CITIBANK, N.A.
By: /s/ Elaine Henry
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Name: Elaine Henry
Title: Senior Banker
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HSBC BANK USA
By: /s/ Rochelle Forster
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Name: Rochelle Forster
Title: Senior Vice President
LLOYDS TSB BANK PLC
By: /s/ David Rodway
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Name: David Rodway
Title: Assistant Director
R156
By: /s/ Paul D. Brianmonte
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Name: Paul D. Brianmonte
Title: Director-Project Finance
(USA) B374
SUNTRUST BANK
By: /s/ Nancy R. Petrash
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Name: Nancy R. Petrash
Title: Director
Corporate & Investment
Banking
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By: /s/ Pascal Kabemba
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Name: Pascal Kabemba
Title: Associate Director
By: /s/ Lucie L. Guernsey
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Name: Lucie L. Guernsey
Title: Director
BANK OF NEW YORK
By: /s/ Steven J. Correll
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Name: Steven J. Correll
Title: Assistance Vice President
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Bradley A. Hardy
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Name: Bradley A. Hardy
Title: Vice President
BANK ONE, NA
By: /s/ Stephen E. McDonald
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Name: Stephen E. McDonald
Title: Senior Vice President
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PNC BANK, NATIONAL
ASSOCIATION
By: /s/ Steffen W. Crowther
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Name: Steffen W. Crowther
Title: Vice President
FIFTH THIRD BANK
By: /s/ Daniel Klus
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Name: Daniel Klus
Title:
NORTHERN TRUST COMPANY
By: /s/ Craig Smith
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Name: Craig Smith
Title: Vice President
FIRST BANK, NA
By: /s/ Robert A. Flosbach
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Name: Robert A. Flosbach
Title: Senior Vice President
FIRST UNION NATIONAL BANK
By: /s/ Bruce W. Loftin
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Name: Bruce W. Loftin
Title: Senior Vice President
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FIRST HAWAIIAN BANK
By: /s/ Donald C. Young
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Name: Donald C. Young
Title: Senior Vice President
FLEET NATIONAL
BANK (successor by
merger to Fleet
Bank, N.A.)
By: /s/ Martin Ollinger
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Name: Martin Ollinger
Title: Vice President