Exhibit 4-2
AMENDMENT NUMBER ONE
to
$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,
NATIONSBANK OF NORTH CAROLINA, N.A.,
TORONTO DOMINION (TEXAS), INC.,
THE FIRST NATIONAL BANK OF CHICAGO, BANK OF AMERICA NT&SA,
BANK OF HAWAII, THE BANK OF NOVA SCOTIA, CRESTAR BANK,
NBD BANK, N.A., ROYAL BANK OF CANADA,
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
GANNETT CO., INC.
Amendment Number One
to
$1,000,000,000
Revolving Credit Agreement
This Amendment is made as of August 1, 1994 between Gannett Co.,
Inc., a Delaware corporation ("Gannett") and the Banks signatory hereto
(each called a "Bank" and collectively the "Banks").
Gannett entered into a Revolving Credit Agreement with the Banks
dated December 1, 1993 (the "Agreement"). Gannett and the Banks wish to
amend the Agreement to increase the aggregate commitment to
$1,500,000,000, extend the Expiration Date and modify the Facility Fee.
The parties agree as follows:
1. The terms "this Agreement," "hereunder," "herein" and similar
references in the Agreement shall be deemed to refer to the Agreement as
amended hereby.
2. The definition of "Expiration Date" in Section 1 of the Agreement
is amended to read in its entirety as follows:
"Expiration Date" shall mean August 1, 1999.
3. Section 2(a) shall be amended to read in its entirety as follows:
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 a fee calculated at the rate of nine Basis
Points per annum or after Credit Rating Adjustment A, a fee calculated at
the rate of 12.5 Basis Points per annum or after Credit Rating Adjustment
B, a fee calculated at the rate of 17.5 Basis Points per annum, computed
pursuant to Section 3(g) from (and including) August 1, 1994 payable
quarterly on each November 1, February 1, May 1 and August 1, after the date
of Amendment Number One, commencing with the first payment due on
November 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.
4. Schedule 1 shall be amended to read in its entirety as set forth
in Schedule 1 to this Amendment Number One.
5. Gannett and the Banks agree that as of the date of this
Amendment Number One, the $500,000,000 Revolving Credit Agreement dated
as of December 1, 1993 among them is terminated without further notice.
6. The terms of this Agreement shall be in addition to and shall in
no way impair the full force and effect of the Agreement (except as
specifically herein amended). The Facility Fee accrued under the Agreement
for the period prior to August 1, 1994 shall be paid on August 1, 1994.
7. This Amendment may be executed by the parties in as many
counterparts as may be deemed necessary and convenient, and by the
different parties on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment 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/ John C. Coffin
Name: John C. Coffin
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
NATIONSBANK OF NORTH CAROLINA, N.A.
By: s/ Lawrence Saunders
Name: Lawrence Saunders
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By: s/ Carole Clause
Name: Carole Clause
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: s/ Ted Wozniak
Name: Ted Wozniak
Title: Vice President
BANK OF AMERICA NT&SA
By: s/ Nancy L. Sun
Name: Nancy L. Sun
Title: Vice President
BANK OF HAWAII
By: s/ Curtis Chin
(as attorney-in-fact)
Name: Henry G. Montgomery
Title: Vice President
THE BANK OF NOVA SCOTIA
By: s/ James N. Tryforos
Name: James N. Tryforos
Title: Authorized Signatory
CRESTAR BANK
By: s/ Daniel J. O'Neill, Jr.
Name: Daniel J. O'Neill, Jr.
Title: Vice President
NBD BANK, N.A.
By: s/ L. E. Schuster
Name: L. E. Schuster
Title: Vice President
ROYAL BANK OF CANADA
By: s/ Barbara E. Meijer
Name: Barbara E. Meijer
Title: Manager
CITIBANK, N.A.
By: s/ Eric Huttner
(as attorney-in-fact)
Name: Thomas D. Stott
Title: Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: s/ Mark A. Campellone
Name: Mark A. Campellone
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/ David L. Gaines
Name: David L. Gaines
Title: Senior 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/ Mary Ann Facente
Name: Mary Ann Facente
Title: Vice President
THE FUJI BANK, LIMITED
By: s/ Norimasa Kuroda
Name: Norimasa Kuroda
Title: Joint General 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 $100,000,000
270 Park Avenue
New York, NY 10017
Telecopy: 212-270-2112
First Interstate Bank of California 100,000,000
885 Third Avenue
New York, NY 10022-4802
Telecopy: 212-593-5238
Marine Midland Bank 100,000,000
One Marine Midland Plaza
Rochester, New York 14639
Telecopy: 716-238-7140
Morgan Guaranty Trust Company 100,000,000
60 Wall Street, 22nd Floor
New York, NY 10260
Telecopy: 212-648-5018
NationsBank of North Carolina, N.A. 100,000,000
6610 Rockledge Drive, 1st Floor
Bethesda, MD 20817-1876
Telecopy: 301-571-0719
Toronto Dominion (Texas), Inc. 100,000,000
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 85,000,000
of Chicago
One First National Plaza
Mail Suite 0374
Chicago, IL 60670-0083
Telecopy: 312-732-3885
Bank of America NT&SA 85,000,000
Attn: Nina Lemmer
1850 Gateway Blvd.
Concord, CA 94520
Telecopy: 510-675-7531 or 7532
With a copy to:
Bank of America NT&SA
335 Madison Avenue
New York, NY 10017
Telecopy: 212-503-7173
Bank of Hawaii 85,000,000
130 Merchant Street, 20th Floor
Honolulu, HI 96813
Telecopy: 808-537-8301
The Bank of Nova Scotia 65,000,000
New York Agency
1 Liberty Plaza, 26th Floor
New York, NY 10006
Telecopy: 212-225-5090 or 5091
Crestar Bank 65,000,000
1445 New York Avenue, N.W.
Washington, DC 20005
Telecopy: 202-879-6137
NBD Bank, N.A. 65,000,000
611 Woodward
Detroit, MI 48226
Telecopy: 313-225-2649
Royal Bank of Canada 65,000,000
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
Citibank, N.A. 50,000,000
399 Park Avenue
New York, NY 10043
Telecopy: 212-793-6873
Credit Lyonnais 50,000,000
Cayman Island Branch
1301 Avenue of the Americas
New York, NY 10019
Telecopy: 212-459-3179
The Sanwa Bank, Limited 50,000,000
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. 65,000,000
191 Peachtree Street, N.E.
Atlanta, GA 30303
Telecopy: 404-332-6898
Chase Manhattan Bank, N.A. 40,000,000
One Chase Square
Corp. Industries Dept.
Tower 9
Rochester, NY 14643
Telecopy: 716-258-4258
The First National Bank of Maryland 40,000,000
1800 K Street, N.W., Suite 1010
Washington, DC 20006
Telecopy: 202-775-4838
The Fuji Bank, Limited 40,000,000
2 World Trade Center, 79th Floor
New York, NY 10048
Telecopy: 212-912-0516
The Northern Trust Company 50,000,000
50 South LaSalle Street - B11
Chicago, IL 60675
Telecopy: 312-444-3508
TOTAL $1,500,000,000