Exhibit 4-1
$1,000,000,000
REVOLVING CREDIT AGREEMENT
dated as of December 1, 1993
Between
GANNETT CO., INC.
and
CHEMICAL BANK, FIRST INTERSTATE BANK OF CALIFORNIA,
MARINE MIDLAND BANK, MORGAN GUARANTY TRUST COMPANY,
J.P. MORGAN DELAWARE, NATIONSBANK OF NORTH CAROLINA, N.A.,
TORONTO DOMINION (TEXAS), INC.,
THE FIRST NATIONAL BANK OF CHICAGO, BANK OF AMERICA, N.T. & S.A.,
BANK OF HAWAII, THE BANK OF NOVA SCOTIA, CRESTAR BANK,
NBD BANK, N.A., ROYAL BANK OF CANADA, SOCIETE GENERALE,
CITIBANK, N.A., CREDIT LYONNAIS CAYMAN ISLAND BRANCH, THE SANWA BANK,
LIMITED, WACHOVIA BANK OF GEORGIA, N.A.,
CHASE MANHATTAN BANK, N.A., THE FIRST NATIONAL BANK OF MARYLAND,
THE FUJI BANK, LIMITED and THE NORTHERN TRUST COMPANY
TABLE OF CONTENTS
Page
SECTION 1:Definitions 1
SECTION 2:Facility Fee; Termination of Commitments 7
SECTION 3:Revolving Credit - Domestic Borrowings
and Eurodollar Borrowings 8
SECTION 4:Change in Circumstances 14
SECTION 5:Representations and Warranties of
Gannett 17
SECTION 6:Representations, Warranties and Covenants of
the Banks 19
SECTION 7:Conditions of Lending 20
SECTION 8:Affirmative Covenants 20
SECTION 9:Negative Covenants 22
SECTION 10:Events of Default 24
SECTION 11:Amendments 26
SECTION 12:Servicing Bank 26
SECTION 13:Miscellaneous 27
GANNETT CO., INC.
REVOLVING CREDIT AGREEMENT
THIS REVOLVING CREDIT AGREEMENT is made as of December 1, 1993
between Gannett Co., Inc., a Delaware corporation ("Gannett"), and each of the
banks that is or may become a party to this Agreement from time to time
(each called a "Bank" and collectively called the "Banks").
The parties agree as follows:
SECTION 1. Definitions. The following words and terms shall have the
following meanings in this Agreement:
"Advance" shall mean a Money Market Advance, a Competitive Bid
Rate Advance, an Alternate Rate Advance or a Eurodollar Advance, as the
case may be.
"Agreement" shall mean this Revolving Credit Agreement, as
amended from time to time.
"Applicable Margin" for an Advance shall be the appropriate rate
per annum set forth below opposite the interest rate applicable to such
Advance:
Prior to After Credit After Credit
Interest Rate Credit Adjustment Adjustment A Adjustment B
------------- ----------------- ------------------ -----------------
Alternate Rate 0% 0% 0%
Eurodollar Rate 16.5 Basis Points 26.25 Basis Points 40 Basis Points
Money Market Rate 29 Basis Points 38.75 Basis Points 52.5 Basis Points
Competitive Bid Rate 0% 0% 0%
"Alternate Rate" means, with respect to an Alternate Rate
Advance an interest rate equal to the Prime Rate.
"Alternate Rate Advance" shall mean any Revolving Credit Loan
with respect to which interest is computed at the Alternate Rate.
"Basis Point" means 1/100th of one percent.
"Board" means the Board of Governors of the Federal Reserve
System, or any successor thereto.
"Borrowing" shall mean the outstanding principal amount of any
Revolving Credit Loans made to Gannett by any Bank or Banks in response to
each borrowing notice delivered by Gannett pursuant to this Agreement. A
Borrowing is referred to as a "Domestic Borrowing" if it is comprised of
Revolving Credit Loans made pursuant to Section 3(b) or accepted by Gannett
pursuant to Section 3(d) or a "Eurodollar Borrowing" if it is comprised of
Revolving Credit Loans made pursuant to Section 3(c). A Competitive Bid
Rate Borrowing may be either a Eurodollar Borrowing or a Domestic Borrowing
depending on the type of interest rate at which such Competitive Bid Rate
Borrowing is made.
"Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a legal holiday for banks in the State of
New York.
"Commitment" shall mean, with respect to each Bank, the amount
set forth opposite such Bank's name on Schedule 1 hereto or in such lesser
amount as shall be established from time to time pursuant to Sections 2(b) or
3(d) hereof, and subject to any adjustments resulting from Sections 3(f) or
13(i) hereof.
"Competitive Bid Rate" means the rate of interest offered by a
Bank in response to a Request for Offer and accepted by Gannett pursuant
to Section 3(d).
"Competitive Bid Rate Advance" shall mean any Revolving Credit
Loan with respect to which interest is computed at the Competitive Bid Rate.
"Credit Rating Adjustment A" shall occur if Standard & Poor's
Corporation adjusts Gannett's credit rating on long-term debt below A or
Moody's Investors Service, Inc. adjusts Gannett's credit rating on long-term
debt below A2.
"Credit Rating Adjustment B" shall occur if Standard & Poor's
Corporation adjusts Gannett's credit rating on long-term debt below BBB,
Moody's Investors Service, Inc. adjusts Gannett's credit rating on long-term
debt below Baa2 or Moody's Investor Service and Standard and Poor's
Corporation or any similar rating agency ceases to provide a credit rating
for Gannett.
"Designated Banks" shall mean Morgan Guaranty Trust Company of
New York, The Toronto Dominion Bank and First Interstate Bank of California.
"Effective Date" shall mean the date of this Agreement.
"Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
other governmental restrictions relating to the environment or to
emissions, discharges or releases of pollutants, contaminants, petroleum or
petroleum products, chemicals or industrial, toxic or hazardous substances
or wastes into the environment including, without limitation, ambient air,
surface water, ground water, or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes
or the clean-up or other remediation thereof.
"Eurodollar Advance" shall mean any Revolving Credit Loan with
respect to which interest is computed at the Eurodollar Rate.
"Eurodollar Business Day" means any day on which commercial
banks are open for domestic and international business (including dealings in
dollar deposits) in London and New York City.
"Eurodollar Interest Period" means, with respect to any
Eurodollar Borrowing:
(i) initially, the period commencing on the date of such
Eurodollar Borrowing and ending one month, two months, three
months or six months thereafter, as Gannett may elect; and
(ii) thereafter, each period commencing on the last day of
the immediately preceding Eurodollar Interest Period for such
Loans and ending one month, two months, three months or six
months thereafter, as Gannett may elect;
provided that:
(A) any Eurodollar Interest Period which would
otherwise end on a day which is not a Eurodollar
Business Day shall be extended to the next
succeeding Eurodollar Business Day unless such
Eurodollar Business Day falls in another calendar
month in which case such Eurodollar Interest
Period shall end on the immediately preceding
Eurodollar Business Day;
(B) any Eurodollar Interest Period which begins on a
day for which there is no numerically
corresponding day in the calendar month during
which such Eurodollar Interest Period is to end
shall, subject to clause (A) above, end on the last
Eurodollar Business Day of such calendar month;
(C) if any Eurodollar Interest Period determined as
set forth above would otherwise end after the
Maturity Date of such Eurodollar Borrowing such
Eurodollar Interest Period shall end on such
Maturity Date.
"Eurodollar Rate" means, with respect to Eurodollar Borrowings,
the rate of interest in effect from time to time with respect to such
Eurodollar Borrowings, as determined pursuant to Section 3(c)(iii).
"Eurodollar Lending Office" means, as to each Bank, its office or
branch located at its address set forth in Schedule 1 hereof or such other
branch (or affiliate) of such Bank as it may hereafter designate as its
Eurodollar Lending Office by notice to Gannett and the Servicing Bank.
"Event of Default" shall mean any of the Events of Default
specified in Section 10(a) of this Agreement.
"Expiration Date" shall mean December 1, 1998.
"Facility Fee" shall have the meaning assigned to such term in
Section 2(a).
"LIBOR Reserve Adjustment" means an adjustment to the London
Interbank Offered Rate determined by dividing the London Interbank Offered
Rate determined by the Reference Bank by a percentage equal to 100% minus
the applicable Statutory Rate then in effect, determined by the Reference
Bank.
"London Interbank Offered Rate or LIBOR" shall mean the average
of the rates per annum at which deposits in dollars are offered in
immediately available funds to the Designated Banks in the London interbank
market at approximately 11:00 A.M. (London time) two Eurodollar Business Days
prior to the first day of the Eurodollar Interest Period to which such rate
applies on amounts of $5,000,000 or more for a period of time comparable to
such Eurodollar Interest Period and adjusted for by the LIBOR Reserve
Adjustment applicable to the Reference Bank.
"Material" or "Materially" when used to describe an adverse
effect of an event on Gannett or its subsidiaries shall mean a condition,
event or act which with the giving of notice or the lapse of time or both, will
constitute an Event of Default.
"Maturity Date" means, with respect to the loans comprising any
Borrowing, the maturity date of such Borrowing specified by Gannett
pursuant to Sections 3(b)(i), 3(c)(i) or 3(d) but in no event a date extending
beyond the Expiration Date.
"Money Market Rate" means, with respect to Money Market
Advances, the interest rate for a specified N.Y. Interest Period determined
to be the sum of the Applicable Margin plus the rate of interest determined
by the Reference Bank to be the average of prevailing secondary market
morning bid rates in the U.S. at 9:00 A.M. (New York, New York time) (or as soon
thereafter as practicable) on the first day of the N.Y. Interest Period of
three New York certificate of deposit dealers of recognized standing for the
purchase at face value from each Designated Bank of its certificates of
deposit in an amount comparable to the unpaid principal amount of the Money
Market Advances from such Designated Bank to which such N.Y. Interest
Period applies and having a maturity comparable to such N.Y. Interest Period,
adjusted to the nearest 1/100 of 1% or, if there is no nearest 1/100 of 1%,
then to the next higher 1/100 of 1% and further adjusted for by the Reserve
and Assessment Adjustment applicable to the Reference Bank.
"Money Market Advance" shall mean any Revolving Credit Loan with
respect to which interest is computed at the Money Market Rate.
"Net Property, Plant and Equipment" shall mean the amount under
that heading on the consolidated balance sheet of Gannett and its
Subsidiaries prepared in accordance with generally accepted accounting
principles.
"N.Y. Interest Period" means one or more successive periods,
commencing the date of a Money Market Advance or Alternate Rate Advance
and continuing until such Money Market Advance or Alternate Rate Advance is
repaid or is converted to an Alternate Rate Advance, Money Market Advance,
or Eurodollar Advance, with each successive period beginning the day after
the last day of the immediately preceding period. The duration of each N.Y.
Interest Period with respect to each Money Market Advance shall be 30, 60,
90 or 180 days, as Gannett shall, by notice delivered to the Servicing Bank
no later than 10:00 A.M. (New York time) one Business Day prior to the first
day of such N.Y. Interest Period, select, provided that (i) if Gannett fails to
select the duration of any N.Y. Interest Period, the duration shall be 30
days, and (ii) whenever the last day of any N.Y. Interest Period falls on a
date which is not a Business Day then the last day of such N.Y. Interest
Period shall be extended automatically to the next succeeding Business Day.
The N.Y. Interest Period with respect to each Alternate Rate Advance shall
be the period specified by Gannett in the borrowing notice relating to such
Alternate Rate Advance.
"Prime Rate" means the fluctuating rate of interest as announced
publicly in New York City from time to time by the Reference Bank as its
prime rate.
"Reference Bank" shall mean Morgan Guaranty Trust Company of
New York.
"Request for Offer" shall have the meaning assigned to that term
in Section 3(d).
"Required Banks" shall mean the Banks which are the holders of at
least 51% of the Commitments and, if there are any Borrowings then
outstanding, the holders of 51% of the unpaid principal amount of the
Borrowings then outstanding.
"Reserve and Assessment Adjustment" means an adjustment to the
certificate of deposit rate component of the Money Market Rate determined
by (i) dividing the certificate of deposit rate determined by the Reference
Bank (excluding the Applicable Margin) by a percentage equal to 100% minus
the Statutory Rate then in effect, as determined by the Reference Bank, (ii)
adding to the result determined pursuant to clause (i) the Assessment Rate
for such Bank then in effect and adjusting the result to the nearest 1/100 of
1% or, if there is no nearest 1/100 of 1%, then to the next higher 1/100 of 1%.
For purposes of this definition, the "Statutory Rate" of the
Reference Bank at any time is the percentage then specified by the Board
for determining the reserve requirements for such Bank for domestic non-
personal time deposits of $100,000 or more having a maturity equal to the
maturity of the applicable N.Y. Interest Period or for determining the
Eurodollar reserve requirements for such Bank in amounts of $5,000,000 or
more for the Eurodollar Interest Period selected by Gannett. It shall be
assumed that the Statutory Rate in each case on the Effective Date is 0%.
The Statutory Rate shall be adjusted automatically on and as of the
effective date for any change in such rate specified by the Board. The
"Assessment Rate" for the Reference Bank is the net annual assessment rate
(rounded upward to the nearest 1/100 of 1%) actually paid by the Reference
Bank to the Federal Deposit Insurance Corporation (or its successor) for
insurance by such corporation (or such successor) of certificates of
deposit made in dollars at the Reference Bank's domestic offices during the
immediately preceding calendar year. The Assessment Rate for the period
from the Effective Date through January 31, 1994 shall be 22.77 Basis Points.
The Assessment Rate for any subsequent year shall be that rate in effect on
February 1st of such year and shall remain in effect through January 31st of
the immediately following year or such other period as may be publicly
announced by the Federal Deposit Insurance Corporation (or any successor).
"Revolving Credit Loan" shall have the meaning assigned to such
term in Section 3(a).
"Servicing Bank" shall mean Chase Manhattan Bank, N.A. (Rochester
Division), so long as it shall act as Servicing Bank as provided in this
Agreement, and thereafter any successor appointed as Servicing Bank as
provided in Section 12 hereof.
"Subsidiary" shall mean any corporation the majority of the
shares of voting stock of which at any time outstanding is owned directly or
indirectly by Gannett or by one or more of its other subsidiaries or by
Gannett in conjunction with one or more of its other subsidiaries.
"Total Shareholders' Equity" shall mean the amount appearing
under that heading on the consolidated balance sheet of Gannett and its
Subsidiaries, prepared in accordance with generally accepted accounting
principles.
SECTION 2. Facility Fee; Termination of Commitments.
2(a). Facility Fee. Gannett will pay to each Bank pro rata, as
consideration for the Bank's Commitment hereunder, a facility fee (the
"Facility Fee") consisting of:
(i) a fee calculated at the rate of 12.5 Basis Points per
annum or after Credit Rating Adjustment A, a fee calculated at
the rate of 18.75 Basis Points per annum or after Credit Rating
Adjustment B, a fee calculated at the rate of 25 Basis Points per
annum, computed pursuant to Section 3(g) from (and including) the
Effective Date on the Bank's Commitment hereunder, payable
quarterly on each June 1, September 1, December 1 and March 1,
after the date hereof, commencing with the first payment due on
March 1, 1994, and on (but excluding for purposes of calculating
the Facility Fee) the Expiration Date, for the preceding period
for which such Facility Fee has not been paid.
2(b). Termination of Commitments. Gannett may from time to time
terminate in whole or in part the unborrowed Commitments of the Banks
hereunder by giving not less than two Business Days prior notice to such
effect to the Servicing Bank. Any partial termination shall be in the
aggregate amount of $100,000 or a multiple thereof. After each termination,
the facility fee shall be calculated based upon the Commitment of the Banks
as so reduced.
SECTION 3. Revolving Credit - Domestic Borrowings
and Eurodollar Borrowings.
3(a). Subject to the terms and conditions and relying upon the
representations and warranties herein set forth, each Bank severally
agrees to make one or more loans (each a "Revolving Credit Loan" and,
collectively, the "Revolving Credit Loans") to Gannett, at any time and from
time to time on or after the Effective Date to and excluding the Expiration
Date, in an aggregate principal amount not exceeding at any one time
outstanding the amounts set forth opposite each Bank's name on Schedule 1
hereto under the heading "Commitment Amount."
Within such limits, Gannett may borrow, prepay under Section 3(e),
and reborrow on and after the Effective Date to and excluding the Expiration
Date. The first Borrowing hereunder shall not be less than $50,000,000 and
each Borrowing thereafter shall be at least $1,000,000 or a multiple
thereof. Such Borrowings may be used for any of Gannett's or its
Subsidiaries' general corporate purposes, including but not limited to,
general operating expenses, repurchases of securities, dividends, costs of
construction, acquisitions, and refunding or purchase of its commercial
paper issued or any other of Gannett's or its Subsidiaries' obligations or
securities.
Except as provided in Section 3(d) hereof, each Borrowing shall be
made ratably from the Banks in accordance with their respective
Commitments; provided, however, that the failure of any Bank to make its
Advance shall not relieve any other Bank of its obligations to lend.
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 at
least one Business Day 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. 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 such notice and prior to 11:00 A.M. (New York,
New York time), each Bank shall make its share of the Borrowing
available in immediately available funds to Gannett at the
principal office of the Servicing Bank.
(ii) Gannett will pay to each Bank on or, as set forth in
Section 3(e), before the Maturity Date the principal amount of
each Money Market or Alternate Rate Advance from such Bank
incurred pursuant to this Agreement, and accrued and unpaid
interest on the unpaid principal amount thereof from time to
time outstanding payable on the last day of the N.Y. Interest
Period at the Money Market Rate for Money Market Advances, and
payable on the last day of the N.Y. Interest Period at the
Alternate Rate for Alternate Rate Advances. Accrued and
unpaid interest on a Money Market Advance for a N.Y. Interest
Period of 180 days shall be due and payable on the 90th day
succeeding such Domestic Borrowing and on the last day of the
N.Y. Interest Period. Gannett shall have the right, at its sole
option, provided that the conditions specified in Section 7(a)
are satisfied as of that date, to extend the Maturity Date of
such Borrowings by giving notice to the Servicing Bank one
Business Day before such Maturity Date, specifying another
Maturity Date, not later than the Expiration Date, whether the
Borrowing is to be a Money Market Advance or an Alternate Rate
Advance and the N.Y. Interest Period.
(iii) Gannett may at its option, subject to compliance with
Section 3(e)(i), convert Alternate Rate Advances to Money Market
Advances or, subject to compliance with Section 3(e)(ii), convert
Money Market Advances to Alternate Rate Advances, by giving
the Servicing Bank at least two Business Days prior notice
meeting the requirements of Section 3(b)(i) hereof, and, in
addition, specifying in such notice that, instead of a new
borrowing, Gannett will convert an existing Alternate Rate
Advance to a Money Market Advance or an existing Money Market
Advance to an Alternate Rate Advance, as the case may be.
(iv) If on or before the date on which a Money Market Rate
is to be determined hereunder, a Money Market Rate cannot be
determined, the Servicing Bank shall forthwith give notice to
Gannett and, unless Gannett and the Banks agree to alternative
action, the Money Market Advance shall become an Alternate
Rate Advance on the first day of the N.Y. Interest Period
specified in Gannett's notice.
3(c). Eurodollar Borrowings.
(i) For each Eurodollar Borrowing Gannett shall deliver
to the Servicing Bank at least three Eurodollar Business Days
prior notice specifying (A) the total amount of such Borrowing;
(B) the amount thereof which is to be loaned by each Bank; (C) the
date of such proposed Borrowing which shall be a Eurodollar
Business Day; (D) the Maturity Date of the Borrowing, which shall
be the last Eurodollar Business Day of the Eurodollar Interest
Period, and no later than the Expiration Date; and (E) the
duration of the first Eurodollar Interest Period, which shall be
either one month, two months, three months or six months. Upon
receipt of such notice, the Servicing Bank shall promptly notify
each Bank by telecopy of the contents thereof and of such
Bank's ratable share of such Borrowing. Thereafter, the
Servicing Bank shall forward a xerographic copy of Gannett's
notice to each other Bank. Not later than 11:00 A.M. (New York,
New York time) on the date so specified, each Bank shall make
available its ratable share of such Borrowing, in immediately
available funds to Gannett at the principal office of the
Servicing Bank.
(ii) Gannett will pay to each Bank each Eurodollar
Advance made by it on the date specified as its Maturity Date in
the notice given by Gannett pursuant to Section 3(c)(i) with
respect to such Borrowing. Gannett shall have the right, at its
sole option, provided that the conditions specified in Section
7(a) are satisfied as of that date, to extend the Maturity Date
of such Borrowings by giving notice to the Servicing Bank at
least three Eurodollar Business Days before such Maturity
Date, specifying another date ending one month, two months,
three months or six months thereafter, but not later than the
Expiration Date as the Maturity Date for such Borrowings.
(iii) Each Eurodollar Advance shall bear interest on the
unpaid principal amount thereof from time to time outstanding
and Gannett will pay accrued and unpaid interest for each
applicable Eurodollar Interest Period on the last day of such
Eurodollar Interest Period, at an interest rate equal to the
sum of the Applicable Margin plus the applicable London
Interbank Offered Rate; provided, however, that accrued and
unpaid interest for a six-month Eurodollar Interest Period will
be paid on the first three-month anniversary of that Eurodollar
Borrowing and on the last day of such Eurodollar Interest
Period.
(iv) Any overdue principal of the Eurodollar Borrowings
shall bear interest payable on demand, for each day from the
date payment thereof was due to the date of actual payment, at
the "Eurodollar Overdue Interest Rate" determined as set forth
below. The Eurodollar Overdue Interest Rate shall be calculated
by the Servicing Bank, whose determination shall be conclusive
absent manifest error, on a daily basis, and shall be a rate per
annum equal to the sum of the Applicable Margin plus the
interest rate per annum at which one day deposits in an amount
equal to the aggregate sum of such overdue payments due the
Banks are offered to the Reference Bank in the London interbank
market for the applicable period determined as provided above.
(v) Subject to the provisions of the definition of
Eurodollar Interest Period, Gannett shall have the option to
elect a length of one month, two months, three months or six
months for each Eurodollar Interest Period. Such option shall
be exercised as provided in Section 3(c)(i) with respect to the
first Eurodollar Interest Period applicable to the loans
comprising each Eurodollar Borrowing and may be exercised as to
each subsequent Eurodollar Interest Period applicable to such
loans by giving notice to the Servicing Bank three Eurodollar
Business Days prior to the first day of the relevant Eurodollar
Interest Period. If no such notice is received by the Servicing
Bank within the prescribed time, Gannett shall be deemed to have
elected a Eurodollar Interest Period of three months.
3(d). Competitive Bid Rate Borrowings. At any time and from
time to time Gannett may request that some or all of the Banks submit in
writing to Gannett an offer to make a Revolving Credit Loan in the amount
and for the duration specified in Gannett's request for offer ("Request for
Offer"), at an interest rate not otherwise available under the terms of this
Agreement to be specified by such Bank. Each Bank shall, on the Business Day
following the date of receipt of such Request for Offer deliver a written
offer to Gannett specifying an interest rate on the terms otherwise set
forth in the Request for Offer. Any Bank that does not deliver an offer on
the next Business Day shall be deemed to have declined to make an offer. To
accept any such offer, Gannett shall send notice to such Bank and the
Servicing Bank within three Business Days after the date on which all such
Requests for Offer shall have been delivered by Gannett, specifying its
acceptance of such offer, reconfirming the terms thereof, specifying the
date such Borrowing is to be made and the Maturity Date. Each Revolving
Credit Loan, together with all other Revolving Credit Loans made pursuant
to any individual Request for Offer made by Gannett under this Section 3(d),
shall be referred to as a "Competitive Bid Rate Borrowing". Except as
specifically set forth in the Request for Offer relating thereto or
otherwise agreed to by Gannett and the Bank or Banks making Advances
comprising any such Competitive Bid Rate Borrowing, each Competitive Bid
Rate Borrowing shall be subject to this Agreement. Notwithstanding any
Request for Offer by Gannett, no Bank may make a Competitive Bid Rate
Advance in excess of the then unused amount of its Commitment. For so long
as any such Competitive Bid Rate Advance shall remain outstanding, each
Bank's Commitment shall be deemed automatically reduced by the aggregate
amount of any such Competitive Bid Rate Advance made by it for all purposes
under this Agreement including, but not limited to, the obligation of such
Bank to make additional Revolving Credit Loans and the right of such Bank to
receive its pro rata portion of the Facility Fee.
3(e). Prepayment or Conversion. Gannett may prepay or convert
Borrowings pursuant to this Section 3 as follows:
(i) Alternate Rate Advances may, upon one Business Day
prior notice to the Servicing Bank, be prepaid or, upon two
Business Days prior notice to the Servicing Bank, be converted
to another type of Advance without premium or penalty in whole
at any time or in part from time to time by paying or converting
a principal amount of not less than $10,000,000 or a multiple
thereof, and paying accrued interest thereon to the date of
prepayment or conversion and each such prepayment or
conversion shall be applied to prepay or convert the Alternate
Rate Advances of the several Banks in proportion to their
respective Advances; and
(ii) Money Market Advances and Eurodollar Advances may,
upon two Business Days prior notice to the Servicing Bank, be
prepaid or converted to another type of Borrowing in a principal
amount of not less than $10,000,000 or a multiple thereof with
accrued interest thereon to the date of prepayment or
conversion, provided that in the event of any prepayment or
conversion of Money Market Advances or Eurodollar Advances
other than on the last day of a N.Y. Interest Period or
Eurodollar Interest Period, Gannett shall reimburse each Bank
on demand for the loss, if any, incurred by such Bank as a result
of the timing of such prepayment or conversion by paying such
Bank a premium (if there is an excess as determined herein) on
the principal sum prepaid to such Bank, or converted, computed
from the date of the prepayment or conversion to the last day
of the N.Y. Interest Period or Eurodollar Interest Period at a
rate per annum equal to the excess, if any, of (A) the applicable
Eurodollar Rate or Money Market Rate over (B) the interest rate
which such Bank is able to obtain for an Advance of the same
type made on the day of such prepayment or conversion and
maturing on the last day of the N.Y. Interest Period or
Eurodollar Interest Period. A certificate as to the amount of
such premium submitted to Gannett and the Servicing Bank by
such Bank shall be conclusive and binding on Gannett in the
absence of manifest error.
3(f). Replacement of Commitments. If any Bank shall fail to make
an Advance in accordance with its obligations hereunder, Gannett shall have
the right to arrange that the Commitment of such Bank be taken over by any
one or more of the Banks or another bank or banks; provided that each such
bank shall sign and deliver an agreement, in suitable form, by which it will
become a party hereto. Such action by Gannett shall not constitute a waiver
or release of any right that it may have against the Bank that has failed to
extend credit hereunder.
3(g). Computation of Fees and Interest. Interest on Alternate
Rate Advances, Competitive Bid Rate Advances and the Facility Fee shall be
computed on the basis of a year of 365 (or 366) days, including any time
extended by reason of Saturdays, Sundays and holidays, and paid for the
actual number of days for which due, including the date of the Advance or
Commitment as the case may be, and excluding the date of repayment of
principal. Interest on Money Market Advances and Eurodollar Advances shall
be computed on the basis of a year of 360 days and paid for the actual
number of days for which due, including the first day of each N.Y. Interest
Period or Eurodollar Interest Period to but excluding the last day thereof.
3(h). Payments. All payments of principal or interest on the
Borrowings and the Facility Fee shall be made by Gannett when due in
immediately available funds at the principal office of the Servicing Bank in
lawful money of the United States of America.
3(i). Gannett's Borrowing Notices. Each notice given by Gannett
pursuant to Section 3 hereof concerning a Borrowing (including acceptance
by Gannett of any offer by a Bank made pursuant to Section 3(d) hereof, but
not including a Request for Offer), selection of an interest period or an
extension of a Maturity Date, shall be executed by any two of the Chairman,
the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the
Controller, the Assistant Controller or the Vice President/Treasury
Services of Gannett. The giving of each such notice by Gannett shall be
deemed to be a representation and warranty by Gannett that the conditions
specified in Section 7(a) are satisfied on and as of the date of such notice.
Any notice of a proposed Borrowing may be withdrawn at any time prior to the
date of Borrowing specified in such notice, provided that if a notice
concerning a Borrowing at the Money Market Rate is withdrawn on the date of
the proposed Borrowing or, in the case of a Eurodollar Borrowing, two
Eurodollar Business Days or less prior to the date of the proposed
Borrowing, Gannett will indemnify each Bank against any loss or expense
incurred by such Bank in anticipation of the Borrowing, including, without
limitation, any loss (excluding loss of anticipated profits) or expense
incurred in the liquidation or reemployment of deposits or other funds
acquired by such Bank to fund the Bank's share of the anticipated Borrowing.
A certificate as to the amount of such loss or expense submitted to Gannett
and the Servicing Bank by such Bank shall be conclusive and binding on
Gannett in the absence of manifest error.
3(k). Rate Quotations. The Reference Bank agrees to use its
best efforts to furnish quotations of rates applicable to this Agreement to
the Servicing Bank promptly upon request from time to time by the Servicing
Bank, and the Servicing Bank shall give notice of such rates by 12:00 Noon
(New York, New York time) to Gannett and the Banks.
3(l). Notice. Any notice under this Section 3 after 12:00 noon
on a particular Business Day or Eurodollar Business Day constitutes notice
on the morning of the next Business Day or Eurodollar Business Day, as the
case may be.
SECTION 4. Change in Circumstances.
4(a). Reduction in Rate of Return. If after the date hereof, any
Bank shall have determined that the adoption of any applicable law, rule or
regulation regarding capital adequacy, or any change therein, or any change
in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank with any
request or directive regarding capital adequacy (whether or not having the
force of law) of any such authority, central bank or comparable agency, has
or would have the effect of reducing the rate of return on such Bank's
capital as a consequence of its obligations hereunder to a level below that
which such Bank could have achieved but for such adoption, change or
compliance (taking into consideration such Bank's policies with respect to
capital adequacy) by an amount deemed by such Bank to be material, then from
time to time, within 15 days after demand by such Bank (with a copy to the
Servicing Bank), Gannett shall pay to such Bank such additional amount or
amounts as will compensate such Bank for such reduction. Gannett shall not
be liable in respect of any increased cost to, or reduced amount of any sum
received or receivable by, any Bank pursuant to this Section 4(a) with
respect to any interest or fees accrued by such Bank more than 15 days
prior to the date of the notice required by the first sentence of Section
4(c), regardless of when such interest or fees are payable.
4(b). Increased Cost. If after the date hereof, the adoption of
any applicable law, rule or regulation or any change therein or change in the
interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof or compliance by any Bank (or its Eurodollar Lending
office) with any request or directive of any such authority, central bank or
comparable agency (whether or not having the force of law):
(i) shall subject any Bank (or its Eurodollar Lending
Office) to any tax, duty or other charge with respect to a Money
Market Advance or a Eurodollar Advance or its obligation to
make Money Market Advances or Eurodollar Advances available,
or shall change the basis of taxation of payments to any Bank
(or its Eurodollar Lending office) of the principal of or interest
on its Money Market Advances or Eurodollar Advances or any
other amounts due under this Agreement in respect of its Money
Market Advances or Eurodollar Advances or its obligation to
make Money Market Advances or Eurodollar Advances (except for
changes in the rate of tax on the overall net income of a Bank or
its Eurodollar Lending Office imposed by the jurisdiction in
which such Bank's principal executive office or Eurodollar
Lending Office is located); or
(ii) shall impose, modify or deem applicable any reserve,
special deposit or similar requirement (including, without
limitation, any such requirement imposed by the Board, but
excluding (A) with respect to any Money Market Advance any such
requirement included in an applicable domestic reserve
percentage and (B) with respect to any Eurodollar Advance, any
such requirement included in an applicable Eurodollar reserve
percentage) against assets of, deposits with or for the account
of, or credit extended by, any Bank (or its Eurodollar Lending
Office) or shall impose on any Bank (or its Eurodollar Lending
Office) or on the United States market for certificates of
deposit or the London Interbank market any other condition
affecting its Money Market Advances, its Eurodollar Advances or
its obligation to make Money Market Advances or Eurodollar
Advances available;
and the result of any of the foregoing is to increase the cost to the Bank
(or its Eurodollar Lending Office) of making or maintaining its Money Market
Advances or its Eurodollar Advances, or its obligation to make Money Market
Advances or Eurodollar Advances, or to reduce the amount of any sum
received or receivable by any Bank (or its Eurodollar Lending Office) under
this Agreement, by an amount deemed by such Bank to be material, then,
within 15 days after demand by such Bank (with a copy to the Servicing Bank),
Gannett agrees to pay for the account of such Bank such additional amount
or amounts as will compensate such Bank for such increased cost or
reduction. Gannett shall not be liable in respect of any such increased
costs to, or reduced amount of any sum received or receivable by, any Bank
pursuant to this Section 4(b) with respect to any interest or fees accrued
by such Bank more than 15 days prior to the date of the notice required by
the first sentence of Section 4(c) regardless of when such interest or fees
are payable.
4(c). Notice. Each Bank will promptly notify Gannett and the
Servicing Bank of any event of which it has knowledge, occurring after the
date hereof, which will entitle such Bank to compensation pursuant to
Section 4(a) or 4(b) and will designate a different lending office if such
designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the reasonable judgment of such Bank, be
otherwise disadvantageous to such Bank or in the reasonable judgment of
Gannett be disadvantageous to Gannett. A certificate of any Bank claiming
compensation under this Section and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any
reasonable averaging and attribution methods.
4(d). Basis for Determining Interest Rate Inadequate or Unfair.
If before the beginning of any Eurodollar Interest Period:
(i) The Servicing Bank is advised by the Reference Bank
that, by reason of circumstances affecting the London Interbank
market generally, deposits in dollars (in the applicable amounts)
are not being offered to the Reference Bank in the London
interbank market for such Eurodollar Interest Period, or
(ii) Banks that have made Revolving Credit Loans
representing at least 51% in the aggregate of the unpaid
principal amount of all Eurodollar Borrowings then outstanding
(or the Commitments, if no Eurodollar Borrowings are then
outstanding) advise the Servicing Bank that the London
Interbank Offered Rate as determined by the Servicing Bank will
not adequately and fairly reflect the cost to such Banks of
maintaining or funding, for such Eurodollar Interest Period,
their Eurodollar Advances to which such Eurodollar Interest
Period applies;
The Servicing Bank shall forthwith give notice thereof to Gannett and the
Banks, whereupon until the Servicing Bank notifies Gannett that the
circumstances giving rise to such suspension no longer exist (A) the
obligations of the Banks to make Eurodollar Advances shall be suspended and
(B) Gannett shall prepay in full, without premium or penalty, the then
outstanding principal and interest of each Eurodollar Advance. Gannett
shall concurrently with prepaying each Eurodollar Advance pursuant to this
Section 4(d), draw a Domestic Borrowing in equal principal amount from such
Bank, and such Bank shall make such Domestic Borrowing notwithstanding any
provision herein to the contrary.
4(e). Illegality. If, after the date of this Agreement, the
introduction of or any change in any applicable law, rule or regulation or in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency, charged with the interpretation or
administration thereof or compliance by any Bank (or its Eurodollar Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority shall make it unlawful or impossible for any Bank (or
its Eurodollar Lending Office) to make, maintain or fund its Eurodollar
Advances and such Bank shall so notify the Servicing Bank, the Servicing
Bank shall forthwith give notice thereof to the other Banks and Gannett.
Before giving any such notice to the Servicing Bank pursuant to this
Section, such Bank shall designate a different Eurodollar Lending office if
such designation will avoid the need for giving such notice and will not be
otherwise disadvantageous to such Bank. Upon receipt of such notice
Gannett shall prepay in full, without premium or penalty, the then
outstanding principal amount of each Eurodollar Borrowing of such Bank,
together with accrued interest thereon, on either (A) the last day of the
then current Eurodollar Interest Period applicable to such Eurodollar
Advance if such Bank may lawfully continue to maintain and fund such
Eurodollar Advance to such day or (B) immediately if such Bank may not
lawfully continue to fund and maintain such Eurodollar Advance to such day.
SECTION 5. Representations and Warranties of Gannett.
Gannett represents and warrants that:
5(a). Gannett and each of its Subsidiaries are corporations
duly organized, validly existing and in good standing under the laws of their
respective jurisdictions of incorporation and each is duly qualified to do
business as a foreign corporation and is in good standing in all states in
which it owns substantial properties or in which it conducts a substantial
business and its activities make such qualifications necessary in order that
the business activities or financial conditions of Gannett and its
Subsidiaries, taken as a whole, are not Materially adversely affected.
5(b). Gannett has furnished to each of the Banks copies of its
Annual Report for 1992, containing copies of its consolidated balance sheet
as of December 27, 1992 and the related statements of consolidated income
and changes in shareholders' equity and cash flows for 1992, all reported on
by Price Waterhouse, independent public accountants and copies of its
Quarterly Report on Form 10-Q for the period ending September 26, 1993. The
financial statements contained in such Annual and Quarterly Reports
(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 generally accepted accounting
principles. Gannett and its Subsidiaries have no Material liabilities as of
September 26, 1993 not reflected in the consolidated balance sheet as of
September 26, 1993 or the related notes as of said date, and from that date
to the Effective Date there has been no Material change in the business or
financial condition of Gannett and its Subsidiaries taken as a whole.
5(c). As of the Effective Date, Gannett and its Subsidiaries
owned absolutely, free and clear of all liens or encumbrances, all of the real
or personal property reflected in the consolidated balance sheet dated as
of September 26, 1993 referred to in Section 5(b) and all other property
acquired by them, respectively after September 26, 1993 except such
property as has been disposed of in the ordinary course of business, and
except for (i) easements, restrictions, exceptions, reservations or defects
which, in the aggregate, do not materially interfere with the continued use
of such property or materially affect the value thereof to Gannett or its
Subsidiaries, (ii) liens, if any, for current taxes not delinquent, and (iii)
mortgages, pledges, encumbrances, liens or charges reflected on such
consolidated balance sheet or not otherwise prohibited by Section 9(a). As
of the Effective Date Gannett and its Subsidiaries enjoy peaceful and
undisturbed possession of their properties which are held under lease and
all such leases are in good standing and valid and binding obligations of the
lessors in full force and effect, except for exceptions, reservations or
defects which in the aggregate do not materially interfere with the
continued use of such property or materially affect the value thereof to
Gannett or its Subsidiaries.
5(d). Except as indicated in the opinion of counsel delivered
pursuant to Section 7(b) (as supplemented from time to time by the reports
required pursuant to Section 8(e) hereof) there are no actions, suits, or
proceedings pending or, to Gannett's knowledge, threatened against or
affecting it or any Subsidiary in or before any court or foreign or domestic
governmental instrumentality, and neither Gannett nor any Subsidiary is in
default in respect of any order of any such court or instrumentality which,
in Gannett's opinion, are Material.
5(e). Neither the execution and delivery of this Agreement, the
consummation of the transactions herein contemplated, nor compliance with
the terms and provisions hereof will conflict with or result in a breach of
any of the provisions of Gannett's restated certificate of incorporation, as
amended, or by-laws, as amended, or any law or regulation, or any order of
any court or governmental instrumentality, or any agreement or instrument
by which Gannett is bound, or constitute a default thereunder, or result in
the imposition of any lien not permitted under this Agreement upon any of
Gannett's property.
5(f). To the best of Gannett's knowledge, Gannett and its
Subsidiaries have filed all tax returns which are required to be filed by any
jurisdiction, and have paid all taxes which have become due pursuant to said
returns or pursuant to any assessments against it or its Subsidiaries
except to the extent only that such taxes are not material or are being
contested in good faith by appropriate proceedings.
5(g). The execution and delivery of this Agreement and the
making of all Borrowings permitted by the provisions hereof have been duly
authorized by all necessary corporate action on the part of Gannett; this
Agreement has been duly and validly executed and delivered by Gannett and
constitutes Gannett's valid and legally binding agreement enforceable in
accordance with its terms; and the Borrowings when made, will constitute
valid and binding obligations of Gannett enforceable in accordance with the
terms of this Agreement except as limited by applicable bankruptcy,
insolvency, moratorium, reorganization or other laws, judicial decisions or
principles of equity relating to or affecting the enforcement of creditors
rights or contractual obligations generally.
5(h). Environmental Matters. In the ordinary course of its
business, Gannett becomes aware from time to time of the effect of
Environmental Laws on its business, operations and properties and the
business, operations and properties of its Subsidiaries, and it identifies
and evaluates associated liabilities and costs (including, without limitation,
any capital or operating expenditures required for clean-up or closure of
properties then owned or operated by Gannett or its Subsidiaries, any
capital or operating expenditures required to achieve or maintain
compliance with environmental protection standards imposed by law or as a
condition of any license, permit or contract, any related constraints on
operating activities, including any periodic or permanent shutdown of any
facility or reduction in the level of or change in the nature of operations
conducted at such properties, and any actual or potential liabilities to
third parties, including employees, and any related costs and expenses). On
the basis of these evaluations, Gannett has reasonably concluded that
Environmental Laws are unlikely to have a Material adverse effect on the
business, financial condition, results of operations or prospects of Gannett
and its Subsidiaries, considered as a whole.
SECTION 6. Representations, Warranties and Covenants of the Banks.
Each Bank severally represents and warrants that: (i) the
execution and delivery of this Agreement and the extending of all Borrowings
permitted by the provisions hereof have been duly authorized by all
corporate action on its part and will not conflict with or result in a breach
of any provision of its certificate of incorporation or by-laws, or of any
law or any regulation or order of any governmental instrumentality or of
any material agreement or instrument by which it is bound or constitute a
default thereunder, and (ii) this Agreement has been duly and validly
executed and delivered by such Bank and constitutes the valid and legally
binding agreement of such Bank enforceable in accordance with its terms,
except as limited by applicable bankruptcy, insolvency, moratorium,
reorganization or other laws, judicial decisions or principles of equity
relating to or affecting the enforcement of creditors' rights or contractual
obligations generally.
SECTION 7. Conditions of Lending. The obligation of each Bank to
make loans hereunder is subject to the accuracy, as of the date hereof, of
the representations and warranties herein contained; and to the
satisfaction of the following further conditions:
7(a). On the date of each Borrowing (i) no Event of Default and no
noncompliance with any covenant contained in Section 9 hereof or Section
8(a) shall have occurred and be continuing and (ii) the representations and
warranties contained in Sections 5(a), 5(e), 5(g) and 5(h) shall be true and
correct in all Material respects on and as of such date;
7(b). On or prior to the date of the first Borrowing hereunder,
there shall have been delivered to each Bank an opinion from Nixon,
Hargrave, Devans and Doyle, counsel to Gannett, in substantially the form of
Exhibit A hereto. In rendering the foregoing opinion, such counsel may rely
upon certificates of officers of Gannett and its Subsidiaries as to (i) the
nature and location of the property of Gannett and of its Subsidiaries, (ii)
agreements and instruments to which Gannett and/or its Subsidiaries are a
party, and (iii) the conduct of the business of Gannett and its Subsidiaries.
7(c). On or prior to the date of the first Borrowing hereunder,
there shall have been delivered to each Bank a certificate of the Secretary
or an Assistant Secretary of Gannett certifying, as of the date of the
Agreement, 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 Agreement and the making of the Borrowings.
SECTION 8. Affirmative Covenants.
Gannett covenants that, so long as it may borrow hereunder and
until payment in full of all Borrowings, it will:
8(a). Punctually pay or cause to be paid the principal and
interest due in respect of the Borrowings according to the terms hereof and
the Facility Fee provided in Section 2(a) hereof.
8(b). Furnish to the Banks:
(i) within 60 days after the end of each of the first
three quarterly periods in each fiscal year, its consolidated
statements of income for such quarterly period and for the
period from the beginning of the fiscal year to the end of such
quarterly period and its consolidated balance sheet at the end
of that period, all in reasonable detail, subject, however, to
year-end audit adjustments, together with a certificate of
compliance and no default in substantially the form of Exhibit B
hereto certified by an appropriate financial officer of Gannett;
(ii) within 120 days after and as of the close of each
fiscal year, Gannett's Annual Report to shareholders for such
fiscal year, containing copies of its consolidated income
statement, consolidated balance sheet and changes in
shareholders' equity and cash flows for such fiscal year
accompanied by a report by Price Waterhouse or some other
accounting firm of national reputation selected by Gannett,
based on their examination of such financial statements, which
examination shall have been conducted in accordance with
generally accepted auditing standards and which report shall
indicate that the financial statements have been prepared in
accordance with generally accepted accounting principles,
together with a certificate of compliance and no default in
substantially the form of Exhibit B hereto, certified by an
appropriate financial officer of Gannett.
(iii) promptly upon their becoming available, copies of all
regular and periodic financial reports, if any, which Gannett or
any of its Subsidiaries shall file with the Securities and
Exchange Commission or with any securities exchange.
(iv) promptly upon their becoming available, copies of all
prospectuses of Gannett and all reports, proxy statements and
financial statements mailed by Gannett to its shareholders
generally; and
(v) such other information respecting the financial
condition and affairs of Gannett and its subsidiaries as any of
the Banks may from time to time reasonably request.
The financial statements of Gannett and its Subsidiaries
hereafter delivered to the Banks pursuant to this Section 8(b) will fairly
set forth the financial condition of Gannett and its Subsidiaries as of the
dates thereof, and the results of Gannett's and its Subsidiaries' operations
for the respective periods stated therein, all in accordance with generally
accepted accounting principles.
8(c). Duly pay and discharge all (i) material obligations when due
and (ii) taxes, assessments and governmental charges of which Gannett has
knowledge assessed against it or against its properties prior to the date on
which penalties are attached thereto, unless and only to the extent that
such obligations, taxes, assessments or charters are not material or shall
be contested in good faith by appropriate proceedings initiated by Gannett.
8(d). Permit and cause its Subsidiaries to permit any Bank, upon
reasonable request, to inspect at all reasonable times its and its
Subsidiaries, properties, operations and books of account.
8(e). Notify the Servicing Bank promptly in writing in the event
that any proceeding is instituted or threatened against it or any Subsidiary
of which Gannett has knowledge and which in its opinion is Material.
SECTION 9. Negative Covenants.
Gannett covenants that, so long as it may borrow hereunder and
until payment in full of all Borrowings, it will not, without prior written
consent of the Required Banks:
9(a). Allow any lien to exist on any of its or its Subsidiaries'
assets, without making provision satisfactory to the Banks whereby the
Banks obtain an equal and ratable or prior lien as security for the payment
of the Borrowings; or transfer any of its assets for the purpose of
subjecting them to the payment of obligations prior in payment to any of its
general creditors; or allow any liability of, or claims, or demands against it,
or any of its Subsidiaries, to exist for more than 30 days if the liability,
claim or demand might by law be given any priority over those of its general
creditors; provided, however, that none of the above shall prohibit Gannett
or any Subsidiary from creating or allowing any of the following to exist:
(i) liens of any type other than those described in
Section 9(a)(v), incurred after the date hereof covering any of
Gannett's or its Subsidiaries' properties provided that the
total principal amount of indebtedness of Gannett and its
Subsidiaries (on a consolidated basis) secured by all such liens
permitted under this Section 9(a)(i) at any time outstanding
shall not exceed 50% of Net Property, Plant and Equipment;
(ii) leases of all types, whether or not such leases
constitute leasebacks of property sold or transferred by
Gannett or any Subsidiary;
(iii) pledges and deposits securing the payment of
workmen's compensation or insurance premiums, good-faith
deposits in connection with tenders, contracts (other than
contracts for the payment of borrowed money) or leases,
deposits to secure surety or appeal bonds, liens, pledges or
deposits in connection with contracts made with or at the
request of the United States Government or any agency thereof,
or pledges or deposits for similar purposes made in the ordinary
course of business;
(iv) liens securing taxes, assessments or governmental
or other charges or claims for labor, materials or supplies
which are not delinquent or which are being contested in good
faith by appropriate proceedings and liens, restrictions,
easements, licenses on the use of property or minor
irregularities in the title thereof, which do not, in Gannett's
opinion, in the aggregate materially impair their use in
Gannett's and its Subsidiaries' business; and
(v) liens on the assets of any corporation which becomes
a Subsidiary of Gannett after the date of this Agreement to the
extent that such liens existed prior to the date of acquisition
of such corporation by Gannett.
9(b). Merge, consolidate, sell, lease, transfer or otherwise
dispose of all or substantially all of its assets or permit any of its
Subsidiaries to merge, consolidate, sell, lease, transfer or otherwise
dispose of all or substantially all of its assets, unless immediately after
giving effect to such transaction, Gannett shall be the survivor corporation
and shall be in compliance with Sections 9(a), 9(c) and 9(d) hereof.
9(c). Permit Gannett's Total Shareholders' Equity at any time to
be less than $1,200,000,000.
9(d). Permit Gannett's "consolidated net earnings available for
interest charges," aggregated for the four fiscal quarters immediately
preceding the date of determination, at any time to be less than 200% of the
"adjusted consolidated total interest expense." "Consolidated net earnings
available for interest charges" shall mean Gannett's consolidated net income
for the four fiscal quarters, excluding extraordinary income or loss, plus
the sum of all Federal and state income taxes, and total interest charges,
including amortization of debt discount or premium and interest charges
attributable to capitalized leases, but only to the extent that such charges
exceed $10,000,000 for the four-quarter period. "Adjusted consolidated
total interest expense" shall mean Gannett's total interest expense plus
amortization of debt discount for the four fiscal quarters, plus interest
charges in excess of $10,000,000 attributable to capitalized leases for the
four-quarter period. For purposes of this Section 9(d), Gannett's
consolidated financial statements shall not include any Subsidiary which has
defaulted in the payment of principal or interest on $50,000,000 or more of
the Subsidiary's obligations for borrowed money if such default has resulted
in acceleration of the obligation.
SECTION 10. Events of Default.
10(a).The following are Events of Default:
(i) Gannett shall default in the payment of principal of
or interest on any Borrowings when due and such default shall
have continued for a period of 15 Business Days;
(ii) Gannett shall (A) default in any payment of principal
or of interest on any other obligation for borrowed money in
excess of $25,000,000 beyond any grace period provided with
respect thereto, or (B) default in the performance of any other
agreement, term or condition contained in any agreement under
which any such obligation is created, if the effect of such
default is to cause such obligation to be accelerated or become
due prior to its stated maturity;
(iii) Any representation or warranty herein made by
Gannett, or any certificate or financial statement furnished by
Gannett pursuant to the provisions hereof, shall prove to have
been false or misleading in any material respect as of the time
made or furnished and Gannett shall fail to take corrective
measures satisfactory to the Required Banks within 30 days
after notice thereof to Gannett from any Bank.
(iv) Gannett shall default in the performance of any
other covenant, condition or provision hereof and such default
shall not be remedied to the satisfaction of the Required Banks
within a period of 30 days after notice thereof to Gannett from
any Bank or by Gannett to the Servicing Bank. Gannett shall
promptly notify the Servicing Bank upon discovery of the
existence of a default in the performance of a covenant,
condition or provision referred to in this Section 10(a)(iv) and
Section 10(a)(iii).
(v) Gannett or any Subsidiary with more than
$100,000,000 in revenue in the preceding fiscal year (other than
Gannett Satellite Information Network, Inc.) shall (A) apply for
or consent to the appointment of a receiver, trustee, or
liquidator of Gannett, (B) make a general assignment for the
benefit of creditors, or (C) file a voluntary petition in
bankruptcy or a petition or an answer seeking reorganization or
an arrangement with creditors or take advantage of any
insolvency law or an answer admitting the material allegations
of a petition filed against Gannett in any bankruptcy,
reorganization or insolvency proceeding, or corporate action
shall be taken by Gannett for the purpose of affecting any of
the foregoing; or
(vi) An order, judgment or decree shall be entered,
without the application, approval or consent of Gannett, by any
court of competent jurisdiction, approving a petition seeking
reorganization of Gannett or appointing a receiver, trustee or
liquidator of Gannett or of all or a substantial part of the
assets of Gannett, and such order, judgment or decree shall
continue unstayed and in effect for any period of ninety (90)
consecutive days.
10(b).If an Event of Default shall occur and be continuing:
(i) Under Sections 10(a)(i) and 10(a)(ii), any Bank shall be
entitled by notice to Gannett to elect to be relieved of its
obligation to make further loans hereunder, and the holders of
not less than 66-2/3% of the unpaid principal amount of
Borrowings then outstanding hereunder shall be entitled by
notice to Gannett to declare all Advances then outstanding
hereunder and interest accrued thereon and all liabilities of
Gannett hereunder to be forthwith due and payable;
(ii) Under Sections 10(a)(iii) and 10(a)(iv): (A) the holders
of not less than 66-2/3% of the unpaid principal amount of the
Borrowings then outstanding hereunder shall be entitled by
notice to Gannett to declare all Borrowings then outstanding
hereunder and interest accrued thereon and all liabilities of
Gannett hereunder to be forthwith due and payable, and (B) the
holders of not less than 66-2/3% of the Commitments and, if
there are any Borrowings then outstanding, the holders of 66-
2/3% of the unpaid principal amount of the Borrowings shall be
entitled by notice to Gannett to relieve the Banks of their
obligations to make further Revolving Credit Loans hereunder;
or
(iii) Under Sections 10(a)(v) and 10(a)(vi), no Bank shall be
under further obligation to make Revolving Credit Loans and all
Borrowings then outstanding hereunder and interest accrued
thereon and all liabilities of Gannett hereunder to each Bank
shall become forthwith due and payable without presentment,
demand, protest or notice of any kind, all which are hereby
expressly waived.
Any Bank giving any notice to Gannett under this Section 10
shall simultaneously give like notice to all of the other Banks and to the
Servicing Bank.
SECTION 11. Amendments.
Any provision of this Agreement may from time to time be
modified, waived or amended with the written consent of Gannett and the
Banks which are holders of 66-2/3% of the Commitments and, if there are any
Borrowings then outstanding, the holders of 66-2/3% of the unpaid principal
amount of the Borrowings; provided, that no such modification, waiver, or
amendment may be made which will (i) reduce or increase the amount or alter
the term of the Commitment of, or the Facility Fee payable to, any Bank
hereunder other than as permitted by Sections 2(b), 3(d) and Section 4
hereof, without the written consent of Gannett and of all the Banks, (ii)
extend the time for payment of principal of any Borrowing or change the rate
of interest on any Borrowing, or otherwise affect the terms of payment of
such principal or interest, without the prior written consent of Gannett and
the makers of all Advances comprising such Borrowings, (iii) modify, waive or
amend any provision of this Section 11 or Section 7, without the written
consent of Gannett and the Banks which are holders of 100% of the
Commitments and, if there are any Borrowings then outstanding , the holders
of 100% of the unpaid principal amount of all Advances or (iv) change the
percentage specified in the definition of Required Banks, the definition of
Applicable Margin or other percentages specified hereunder as to consents,
votes or waivers by the Banks without the prior written consent of Gannett
and all of the Banks.
SECTION 12. Servicing Bank.
12(a).By signing this Agreement the Servicing Bank as a Bank
agrees to perform as provided in this Section 12. The Servicing Bank agrees
to accept for transmission and shall promptly transmit to all of the Banks
any notice, statement, report or communication received from any Bank with
the request to forward the same to Gannett. Likewise, the Servicing Bank
agrees to accept for transmission and shall transmit promptly to the Banks
any funding notice or other notice or information received from Gannett with
a request to forward same to the Banks. The Servicing Bank shall have no
liability or responsibility for, nor shall it be deemed to make any
representation with respect to, the completeness, accuracy or contents of
any notice, statement, report or communication transmitted pursuant to this
Section 12(a).
12(b).The Servicing Bank agrees to act for and on behalf of the
Banks in receiving funds from each Bank for disbursement to Gannett and in
receiving payments from Gannett for transmission to the Banks; provided,
however, that in so acting the Servicing Bank shall not be authorized, nor
shall it be deemed, either to waive or compromise the rights of any Bank
under this Agreement or to accept or approve, on behalf of any Bank, any act
by Gannett as performance under this Agreement. Any such payment of
principal of or interest on the Borrowings, or of the Facility Fee, or any
other payment received from Gannett shall be transmitted forthwith upon
collection by the Servicing Bank to the Banks in immediately available funds,
in accordance with Gannett's written instructions. The Servicing Bank shall
not be liable or accountable to any Bank for delays or failures in
transmission of payments, instruments, notices or other communications
received by it for transmission to any party, except for delays or failures
caused by the Servicing Bank's bad faith, willful misconduct or gross
negligence.
12(c).The Servicing Bank shall be protected in acting upon any
document believed by it to be genuine and to have been signed or sent by a
proper person or persons. Any communication from the Servicing Bank to
Gannett or any Bank may be sent or given as provided in Section 13(e) hereof.
12(d).The Servicing Bank may resign at anytime by giving 30 days
prior notice to the Banks and Gannett. The Servicing Bank shall resign upon
30 days prior written demand for its resignation delivered by Gannett to the
Servicing Bank and the Banks. Such resignation shall take effect at the end
of the 30 day period or earlier if Gannett appoints a successor with the
approval of the Required Banks, which approval shall not be unreasonably
withheld, conditioned or delayed.
12(e).The Servicing Bank shall maintain a register (the
"Register") on which it will record the Commitments from time to time of each
of the Banks, the Advances made by each of the Banks and each repayment in
respect of the principal amount of the Advances of each Bank. Any such
recordation shall be conclusive, absent manifest error.
12(f).Each Bank will record on its internal records the amount
of each Advance made by it and each payment in respect thereof. Failure to
make any such recordation, or any error in such recordation, shall not
affect Gannett's obligations in respect of such Borrowing. Any such
recordation shall be conclusive, absent manifest error.
SECTION 13. Miscellaneous.
13(a).No delay or failure of Gannett, any Bank, or the holder of
any Borrowing in exercising any right, power or privilege hereunder shall
affect such right, power or privilege, nor shall any single or partial
exercise thereof or any abandonment or discontinuance of steps to enforce
such right, power or privilege preclude any further exercise thereof or of
any other right, power or privilege. The rights and remedies of Gannett and
the Banks hereunder are cumulative and not exclusive of any rights or
remedies which they would otherwise have. Any waiver, permit, consent or
approval of any kind or character on the part of any Bank of any breach or
default under this Agreement must be specifically set forth in writing.
13(b).Nothing in this Agreement shall be deemed a waiver or
prohibition of any Bank's right of banker's lien or set-off against Gannett
or of Gannett's right of set-off or counterclaim against any Bank, and no
set-off by Gannett against any Bank shall be deemed to be a prepayment of
any Advances made by that Bank for the purposes of Section 4 hereof.
13(c).Any Bank that shall make recovery against Gannett
through the exercise of any banker's lien, right of counterclaim or set-off
of the amount of any Borrowing or obligation of Gannett, shall apply such
recovery solely to the repayment of Advances made under this Agreement,
and shall purchase a ratable proportion of the Advances held by other Banks
so that all such recoveries shall be shared pro rata on the basis of each
Bank's ownership interest in the outstanding Borrowings.
13(d).All representations, warranties, covenants and
agreements of Gannett and the Banks contained herein or made in writing in
connection herewith, shall survive the execution and delivery of this
Agreement, and the making of Revolving Credit Loans hereunder.
13(e).Unless otherwise specified herein all notices, requests,
demands or other communications to or from the parties hereto shall be
deemed to have been duly given and made either by letter or telecopy. In the
case of a letter, such notice shall be deemed to have been duly given upon
delivery or three days after deposit in the mail if sent by registered first
class mail, postage prepaid and, in the case of a telecopy, such notice shall
be deemed to have been duly given when a telecopy is sent. Any such notice,
request, demand or communication shall be delivered addressed as follows:
(i) if to the Servicing Bank, at its address or telecopy
number set forth on Schedule 1 hereof;
(ii) if to another Bank, at its address or telecopy number
set forth on Schedule 1 hereof;
(iii) if to Gannett at its principal office, 1100 Wilson
Blvd., Arlington, VA 22234 (or telecopy number (703) 558-4638)
(Attention: Senior Vice President, Financial Services and
Treasurer, and Vice President/Treasury Services).
13(f).Gannett will pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Agreement or
any amendment, consent or waiver requested by Gannett (including the
reasonable fees and out-of-pocket expenses of special counsel to the
Banks). In addition, Gannett will pay reasonable costs and expenses
(including attorneys' fees), if any, in connection with the enforcement or
collection of this Agreement and the Borrowings and arising after the
occurrence of any event which with notice or lapse of time would constitute
an Event of Default, unless such occurrence is cured by Gannett within any
applicable grace period or such reimbursement is not required by the terms
of any waiver granted by the Banks in respect of such occurrence; provided,
however, that (i) Gannett shall have no such obligation for costs and
expenses if Gannett prevails or successfully defeats any enforcement or
collection proceedings; and (ii) if, by final adjudication in any proceeding not
involving Gannett's bankruptcy, reorganization or insolvency, the Banks
receive less relief than claimed, Gannett's obligation for costs and
expenses shall be limited proportionate to the relief granted to the Banks.
If Gannett is required to commence proceedings against any Bank to enforce
its Commitment, the Bank will pay Gannett's reasonable costs and expenses
(including attorneys' fees) if Gannett succeeds, or a share of such
reasonable costs and expenses proportionate to Gannett's recovery if
Gannett is only partially successful. In addition, Gannett will pay any and
all stamp and other taxes (excluding income taxes now applicable or which may
be levied in lieu of stamp or other taxes), and to save each holder of each
Advance harmless from any and all liabilities with respect to or resulting
from any delay or omission on the part of Gannett to pay such taxes, if any,
which may be payable or determined to be payable in connection with the
execution and delivery of this Agreement or the making of any of the
Borrowings. The obligations of Gannett under this Section 13(f) shall
survive the payment of the Borrowings.
13(g).THIS AGREEMENT AND THE BORROWINGS SHALL BE DEEMED TO BE
CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.
13(h).This Agreement may be executed in as many counterparts
as may be deemed necessary and convenient, and by the different parties
hereto 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.
13(i).This Agreement may not be assigned by Gannett without the
consent of the Banks which are the holders of 100% of the Commitments and, if
there are any Borrowings then outstanding, the holders of 100% of the unpaid
principal amount of the Borrowings. This Agreement may not be assigned by
any Bank, except in whole or part to any other Bank party hereto or with the
prior written consent of Gannett in its sole discretion. In the event that
any Bank shall so assign all or part of its Commitment to another Bank,
and/or any Advances made by it hereunder (which individual Advances may
only be assigned in full), the assignor Bank and the assignee Bank shall, on
or before the next Business Day after such assignment shall become
effective, deliver a notice to Gannett signed by each of such Banks
specifying the relevant details of such assignment and, if appropriate,
requesting that the Commitments of the respective Banks be automatically
adjusted to reflect such assignment. Notwithstanding the foregoing, no Bank
shall be permitted to grant participations in all or any portion of its
Commitment or any Advances made by it.
13(j).This Agreement shall be binding upon and inure to the
benefit of the Banks and their respective successors and assigns, and
Gannett and its successors and assigns.
13(k).No provision of this Agreement is intended to or should be
construed as preventing Gannett from entering into loan agreements of any
kind or nature with any or all of the Banks or any other financial institution
as Gannett may select, the terms and conditions of which shall be wholly
separate and apart from the terms of this Agreement.
13(l).This Agreement, together with the $500,000,000 Revolving
Credit Agreement of even date herewith between Gannett and each of the
banks parties thereto, replaces in its entirety the Loan Agreement made as
of December 1, 1990 between Gannett and certain banks, as amended, which
Agreement and the commitments thereunder shall be deemed terminated by the
Banks parties thereto and Gannett without further notice upon the
Effective Date.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
GANNETT CO., INC.
By s/ Gracia C. Martore
Name: Gracia C. Martore
Title: Vice President/Treasury Services
CHEMICAL BANK
By s/ Laura S. Tingley
Name: Laura S. Tingley
Title: Vice President
FIRST INTERSTATE BANK OF CALIFORNIA
By s/ Clark Wilcox
Name: Clark Wilcox
Title: Vice President
MARINE MIDLAND BANK
By s/ Paul E. Willsey
Name: Paul E. Willsey
Title: Administrative Vice President
MORGAN GUARANTY TRUST COMPANY
By s/ Michael Y. Leder
Name: Michael Y. Leder
Title: Vice President
J.P. MORGAN DELAWARE
By s/ David J. Morris
Name: David J. Morris
Title: Vice President
NATIONSBANK OF NORTH CAROLINA, N.A.
By s/ Lawrence Saunders
Name: Lawrence Saunders
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By s/ Lisa Allison
Name: Lisa Allison
Title: Manager/Credit Administration
THE FIRST NATIONAL BANK OF CHICAGO
By s/ Ted Wozniak
Name: Ted Wozniak
Title: Vice President
BANK OF AMERICA, N.T. & S.A.
By s/ Nancy L. Sun
Name: Nancy L. Sun
Title: Vice President
BANK OF HAWAII
By s/ Curtis W. Chinn
Name: Curtis W. Chinn
Title: Vice President
THE BANK OF NOVA SCOTIA
By s/ James N. Tryforos
Name: James N. Tryforos
Title: Authorized Signatory
CRESTAR BANK
By s/ Michael A. Hart
Name: Michael A. Hart
Title: Senior Vice President
NBD BANK, N.A.
By s/ L. E. Schuster
Name: L. E. Schuster
Title: Vice President
ROYAL BANK OF CANADA
By s/ Peter D. Steffen
Name: Peter D. Steffen
Title: Senior Manager
SOCIETE GENERALE
By s/ Pascale Hainline
Name: Pascale Hainline
Title: Vice President
CITIBANK, N.A.
By s/ Thomas D. Stott
Name: Thomas D. Stott
Title: Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By s/ Silvana Burdick
Name: Silvana Burdick
Title: Authorized Signature
THE SANWA BANK, LIMITED
By s/ Peter J. Pawlak
Name: Peter J. Pawlak
Title: Vice President and Senior Manager
WACHOVIA BANK OF GEORGIA, N.A.
By s/ Tina P. Hayes
Name: Tina P. Hayes
Title: Assistant Vice President
CHASE MANHATTAN BANK, N.A.
By s/ Diana Lauria
Name: Diana Lauria
Title: Vice President
THE FIRST NATIONAL BANK OF MARYLAND
By s/ Susan E. Pritchett
Name: Susan E. Pritchett
Title: Vice President
THE FUJI BANK, LIMITED
By s/ Takashi Nagao
Name: Takashi Nagao
Title: Vice President and Manager
THE NORTHERN TRUST COMPANY
By s/ David L. Love
Name: David L. Love
Title: Commercial Banking Officer
SCHEDULE 1
COMMITMENTS OF THE BANKS
NAME, ADDRESS AND TELEPHONE COMMITMENT AMOUNT
NUMBER OF BANK
Chemical Bank $66,666,667
270 Park Avenue
New York, NY 10017
Telecopy: 212-270-2112
First Interstate Bank of California $66,666,667
885 Third Avenue
New York, NY 10022-4802
Telecopy: 212-593-5238
Marine Midland Bank $66,666,667
One Marine Midland Plaza
Rochester, New York 14639
Telecopy: 716-238-7140
Morgan Guaranty Trust Company $33,333,334
60 Wall Street, 22nd Floor
New York, NY 10260
Telecopy: 212-648-5018
J.P. Morgan Delaware $33,333,333
902 North Market Street
Wilmington, DE 19801
Telecopy: 302-654-5336
NationsBank of North Carolina, N.A. $66,666,667
6610 Rockledge Drive, 1st Floor
Bethesda, MD 20817-1876
Telecopy: 301-571-0719
Toronto Dominion (Texas), Inc. $66,666,667
909 Fannin, Suite 1700
Houston, TX 77010
Telecopy: 713-951-9921
With a copy to:
The Toronto-Dominion Bank
31 West 52nd Street
New York, NY 10019-6101
Telecopy: 212-262-1926
The First National Bank $56,666,667
of Chicago
One First National Plaza
Mail Suite 0374
Chicago, IL 60670-0083
Telecopy: 312-732-3885
Bank of America, N.T. & S. A. $43,333,333
Attn: Nina Lemmer
1850 Gateway Blvd.
Concord, CA 94520
Telecopy: 510-675-7531 or 7532
With a copy to:
Bank of America, N.T. & S.A.
335 Madison Avenue
New York, NY 10017
Telecopy: 212-503-7173
Bank of Hawaii $43,333,333
130 Merchant Street, 20th Floor
Honolulu, HI 96813
Telecopy: 808-537-8301
The Bank of Nova Scotia $43,333,333
New York Agency
1 Liberty Plaza, 26th Floor
New York, NY 10006
Telecopy: 212-225-5090 or 5091
Crestar Bank $43,333,333
1445 New York Avenue, N.W.
Washington, DC 20005
Telecopy: 202-879-6137
NBD Bank, N.A. $43,333,333
611 Woodward
Detroit, MI 48226
Telecopy: 313-225-2649
Royal Bank of Canada $43,333,333
c/o Grand Cayman (North America #1)
New York Operations Center
Pierrepont Plaza
300 Cadman Plaza West
Brooklyn, NY 11201-2701
Telecopy: 718-522-6292
Societe Generale $43,333,333
50 Rockefeller Plaza
New York, NY 10020
Telecopy: 212-581-8752
Citibank, N.A. $33,333,333
399 Park Avenue
New York, NY 10043
Telecopy: 212-793-6873
Credit Lyonnais $33,333,333
Cayman Island Branch
1301 Avenue of the Americas
New York, NY 10019
Telecopy: 212-459-3179
The Sanwa Bank, Limited $33,333,333
Atlanta Agency
Georgia-Pacific Center
Suite 4750
133 Peachtree Street, N.E.
Atlanta, GA 30303
Telecopy: 404-589-1629
Wachovia Bank of Georgia, N.A. $33,333,333
191 Peachtree Street, N.E.
Atlanta, GA 30303
Telecopy: 404-332-6898
Chase Manhattan Bank, N.A. $26,666,667
One Chase Square
Corp. Industries Dept.
Tower 9
Rochester, NY 14643
Telecopy: 716-258-4258
The First National Bank of Maryland $26,666,667
1800 K Street, N.W., Suite 1010
Washington, DC 20006
Telecopy: 202-775-4838
The Fuji Bank, Limited $26,666,667
2 World Trade Center, 79th Floor
New York, NY 10048
Telecopy: 212-912-0516
The Northern Trust Company $26,666,667
50 South LaSalle Street - B11
Chicago, IL 60675
Telecopy: 312-444-3508
TOTAL $1,000,000,000
EXHIBIT A
[Letterhead of Nixon, Hargrave, Devans & Doyle]
December 1, 1993
To the Banks parties to the
Revolving Credit Agreement
dated as of December 1, 1993
between Gannett and the Banks
Ladies and Gentlemen:
We are counsel to Gannett Co., Inc. ("Gannett"), and as such we are
familiar with the Revolving Credit Agreement of even date herewith between
each of you and Gannett (the "Credit Agreement") relating to Gannett's
borrowing of up to $1,000,000,000. We are also familiar with Gannett's
Restated Certificate of Incorporation, as amended, By-Laws, as amended,
agreements and other documents and matters of law as we consider
necessary for purposes of this opinion. Capitalized terms defined in the
Credit Agreement are used herein with the respective meanings assigned to
such terms in the Credit Agreement. Based upon the foregoing, we are of the
opinion that:
1. Gannett is a corporation duly organized, validly existing and in
good standing under the laws of Delaware and is duly qualified to do
business as a foreign corporation, and Gannett is in good standing in all
states in which it owns substantial properties or in which it conducts
substantial business or in which qualification is necessary in order that
the business or financial condition of Gannett and its Subsidiaries, taken as
a whole, be not Materially adversely affected.
2. There are no actions, suits or proceedings pending or, to our
knowledge, threatened against or affecting Gannett or any of its
Subsidiaries in or before any court or foreign or domestic government
instrumentality, and neither Gannett nor any of its Subsidiaries are in
default in respect of any order of any such court or governmental
instrumentality which, in the opinion of Gannett, are Material.
3. Neither the execution and delivery of the Agreement, the
consummation of the transactions therein contemplated nor compliance with
the terms and provisions thereof will conflict with or result in breach of
any of the provisions of the Restated Certificate of Incorporation, as
amended, or the By-Laws, as amended, of Gannett or, to our knowledge and
based on reasonable inquiries made of corporate officers of any law or of
any regulation or order of any court or governmental instrumentality or any
material agreement or instrument by which Gannett is bound or constitute a
default thereunder or result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever not permitted under
Section 9(a) of the Agreement upon any of the property of Gannett.
4. The execution and delivery of the Agreement and the making of all
Borrowings contemplated or permitted by the provisions thereof have been
duly authorized by all necessary corporate action on the part of Gannett;
and the Agreement has been duly and validly executed and delivered by
Gannett. The Agreement constitutes a valid and legally binding agreement
enforceable in accordance with its terms and the Borrowings when duly made,
will constitute valid and legally binding obligations of Gannett enforceable
in accordance with the terms thereof and of the Agreement, except as limited
by applicable bankruptcy, insolvency, moratorium, reorganization or other
laws, judicial decisions or principles of equity relating to or affecting the
enforcement of creditors' rights or contractual obligations generally.
In rendering the foregoing opinion we have relied upon the
certificates of officers of Gannett as to (i) the nature and location of the
property of Gannett, (ii) agreements and instruments to which Gannett and/or
its Subsidiaries is a party, and (iii) the existence of Material pending or
threatened actions, suits or proceedings or orders of any court or
governmental instrumentality.
Very truly yours,
EXHIBIT B
CERTIFICATE AS TO COMPLIANCE
PURSUANT TO SECTION 8 (b) OF
$1,000,000,000 REVOLVING CREDIT AGREEMENT
[Use for Quarterly report] The undersigned, an officer of Gannett Co.,
Inc. ("Gannett"), has executed this
Certificate pursuant to Section 8(b)(i) of
the Revolving Credit Agreement dated as of
December 1, 1993 between Gannett and the
Banks parties thereto. The undersigned
has reviewed Gannett's activities during
the preceding fiscal quarter, which has
consisted solely of a review of the
unaudited consolidated financial
statements of Gannett for said fiscal
quarter.
[Use for annual report] The undersigned, an officer of Gannett Co.,
Inc. ("Gannett") has executed this
Certificate pursuant to Section 8(b)(ii) of
the Revolving Credit Agreement dated as of
December 1, 1993 between Gannett and the
Banks parties thereto. The undersigned
has reviewed the activities of Gannett and
its Subsidiaries during the preceding
fiscal year, which has consisted solely of
a review of the audited consolidated
financial statements of Gannett for said
fiscal year.
The undersigned hereby CERTIFIES THAT, based upon the review described
above and a review of the Revolving Credit Agreement, nothing came to his
attention which caused him to believe that (i) Gannett has not fulfilled all of
its obligations under the Revolving Credit Agreement or (ii) there has
occurred an Event of Default as defined in said Agreement, or any condition,
event or act, which with notice or lapse of time or both, would constitute an
Event of Default, which has not been cured pursuant to the provisions of
said Agreement.
GANNETT CO., INC.
By ______________________________
Name:
Title: