Exhibit 4-3
AMENDMENT NUMBER TWO
to
$1,500,000,000
REVOLVING CREDIT AGREEMENT
dated as of December 1, 1993
between
GANNETT CO., INC.
and
BANK OF AMERICA NT&SA, CHEMICAL BANK,
MORGAN GUARANTY TRUST COMPANY,
NATIONSBANK N.A. (CAROLINAS), THE FIRST NATIONAL BANK OF CHICAGO,
CITIBANK, N.A., THE FUJI BANK, LIMITED, TORONTO DOMINION (TEXAS),
INC.,
WACHOVIA BANK OF GEORGIA, N.A., BANK OF HAWAII,
FIRST INTERSTATE BANK OF CALIFORNIA,
THE BANK OF NOVA SCOTIA, THE CHASE MANHATTAN BANK, N.A.,
DEUTSCHE BANK AG, MARINE MIDLAND BANK,
PNC BANK, NATIONAL ASSOCIATION,
ROYAL BANK OF CANADA, THE SANWA BANK, LIMITED,
CRESTAR BANK, THE NORTHERN TRUST COMPANY, and
THE FIRST NATIONAL BANK OF MARYLAND,
as amended
GANNETT CO., INC.
Amendment Number Two
to
$1,500,000,000
Revolving Credit Agreement
This Amendment Number Two is made as of November 13, 1995
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 $1,000,000,000 Revolving Credit
Agreement with the Banks dated December 1, 1993 (the
"Agreement"). On August 1, 1994, pursuant to Amendment
Number One to the Agreement, the Agreement was amended to
increase the aggregate commitment to $1,500,000,000, extend the
Expiration Date and modify the Facility Fee.
Gannett and the Banks wish to further amend the Agreement to
increase the aggregate commitment to $3,000,000,000, extend the
Expiration Date, modify the Facility Fee, adjust the Applicable
Margin in effect with respect to the Money Market Rate and the
Eurodollar Rate, and amend Schedule 1 to the Agreement as
provided herein.
The parties hereby agree as follows:
1. The terms "this Agreement," "hereunder," "herein" and
similar references in the Agreement shall be deemed to refer to
the Agreement as amended hereby.
2. Section 1 of the Agreement shall be amended as follows:
(i) The definition of "Applicable Margin" shall be
amended to read in its entirety as follows:
"Applicable Margin" for an Advance shall be the
appropriate rate per annum set forth below
opposite the interest rate applicable to such
Advance.
Interest Credit Credit Credit Credit
Rate Status 1 Status 2 Status 3 Status 4
- ---------- -------- -------- -------- --------
Alternate
Rate 0% 0% 0% 0%
Eurodollar 13 Basis 17 Basis 27.5 Basis 35 Basis
Rate Points Points Points Points
Money Market 25.5 Basis 29.5 Basis 40 Basis 50 Basis
Rate Points Points Points Points
Competitive
Bid Rate 0% 0% 0% 0%
(ii) The definitions of "Credit Rating Adjustment A" and
"Credit Rating Adjustment B" shall be deleted in their entirety, and in
their place shall be inserted the following definitions:
"Credit Status 1" shall exist upon the occurrence of
the higher of a rating by Standard & Poor's
Corporation of Gannett's senior unsecured long-term
debt of at least AA- or a rating by Moody's Investors
Service, Inc. of Gannett's senior unsecured long-term
debt of at least Aa3. Credit Status 1 shall exist
upon the satisfaction of one or the other of the
foregoing minimum rating thresholds and no other
Credit Status shall be deemed to coexist,
notwithstanding that the lower of the two ratings may
fall within the range of ratings specified in Credit
Status 2, Credit Status 3 or Credit Status 4.
"Credit Status 2" shall exist upon the occurrence of
the higher of a rating by Standard & Poor's
Corporation of Gannett's senior unsecured long-term
debt of at least A- or a rating by Moody's Investors
Service, Inc. of Gannett's senior unsecured long-term
debt of at least A3. Credit Status 2 shall exist
upon the satisfaction of one or the other of the
foregoing minimum rating thresholds and no other
Credit Status shall be deemed to coexist,
notwithstanding that the lower of the two ratings may
fall within the range of ratings specified in Credit
Status 3 or Credit Status 4.
"Credit Status 3" shall exist upon the occurrence of
the higher of a rating by Standard & Poor's
Corporation of Gannett's senior unsecured long-term
debt of at least BBB or a rating by Moody's Investors
Service, Inc. of Gannett's senior unsecured long-term
debt of at least Baa2. Credit Status 3 shall exist
upon the satisfaction of one or the other of the
foregoing minimum rating thresholds and no other
Credit Status shall be deemed to coexist,
notwithstanding that the lower of the two ratings may
fall within the range of ratings specified in Credit
Status 4.
"Credit Status 4" shall exist only upon the
occurrence of a rating by Standard & Poor's
Corporation of Gannett's senior unsecured long-term
debt of BBB- or below and a rating by Moody's
Investors Service, Inc. of Gannett's senior unsecured
long-term debt of Baa3 or below. Credit Status 1,
Credit Status 2 or Credit Status 3 shall be deemed to
exist in accordance with the definitions thereof if
either the rating of Gannett's senior unsecured long-term debt
by Standard & Poor's Corporation exceeds BBB- or the rating by
Moody's Investors Service, Inc. exceeds Baa3.
(iii) The definition of "Expiration Date" shall be amended in
its entirety to read as follows:
"Expiration Date" shall mean November 13, 2000.
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") calculated at the rate of: (i)
seven (7) Basis Points per annum if Credit Status 1 shall be in
effect; or (ii) nine (9) Basis Points per annum if Credit Status
2 shall be in effect; or (iii) twelve and one half (12.5) Basis
Points per annum if Credit Status 3 shall be in effect; or (iv)
seventeen and one half (17.5) Basis Points per annum if Credit
Status 4 shall be in effect. The Facility Fee shall be computed
pursuant to Section 3(g) from (and including) November 13, 1995,
payable quarterly on each February 1, May 1, August 1 and
November 1 after the date of Amendment Number Two, commencing
with the first payment due on February 1, 1996, and ending 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 hereto, and all references in the
Agreement (including the cover page) to the aggregate Commitment
Amount shall be increased to $3,000,000,000.
5. The terms of this Agreement shall be in addition to and
shall in no way impair the full force and effect of the Agreement
(except as specifically amended herein). The Facility Fee
accrued under the Agreement for the period prior to the date
hereof shall be paid on the date hereof.
6. This Amendment may be executed by the parties in as many
counterparts as may be deemed necessary and convenient, and by
the different parties on separate counterparts, each of which,
when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument.
7. THIS AMENDMENT NUMBER TWO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties have executed this
Amendment Number Two as of the date first written above.
GANNETT CO., INC.
By: /s/ Gracia C. Martore
Name: Gracia C. Martore
Title: Vice President/Treasury
Services
BANK OF AMERICA NT&SA
By: /s/ Amy Trapp
Name: Amy Trapp
Title: Vice President
CHEMICAL BANK
By: /s/ John J. Huber
Name: John J. Huber
Title: Managing Director
MORGAN GUARANTY TRUST COMPANY
By: /s/ Eugenia Wilds
Name: Eugenia Wilds
Title: Vice President
NATIONSBANK N.A. (CAROLINAS)
By: /s/ Penn Wells
Name: Penn Wells
Title: Senior Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Ted Wozniak/Authorized Agent
Name: Ted Wozniak
Title: Managing Director
CITIBANK, N.A.
By: /s/ Eric Huttner
Name: Eric Huttner
Title: Vice President
As Attorney-in-Fact
THE FUJI BANK, LIMITED
By: /s/ Gina M. Kearns
Name: Gina M. Kearns
Title: Vice President & Manager
TORONTO DOMINION (TEXAS), INC.
By: /s/ C. A. Clause
Name: Carole A. Clause
Title:Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Mark S. Rogos
Name: Mark S. Rogos
Title: Senior Vice President
BANK OF HAWAII
By: /s/ Elizabeth O. MacLean
Name: Elizabeth O. MacLean
Title: Vice President
FIRST INTERSTATE BANK OF CALIFORNIA
By: /s/ Daniel H. Hom
/s/ Judy A. Maahs
Name: Daniel H. Hom
Judy A. Maahs
Title: Vice President
Asst. Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Vincent J. Fitzgerald, Jr.
Name: Vincent J. Fitzgerald, Jr.
Title: Authorized Signatory
THE CHASE MANHATTAN BANK, N.A.
By: /s/ Diana Lauria
Name: Diana Lauria
Title: Vice-President
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCH
By: /s/ Elizabeth Tallmadge
Name: Elizabeth Hope Tallmadge
Title: Vice President
By: /s/ Bina R. Dabbah
Name: Bina R. Dabbah
Title: Vice President
MARINE MIDLAND BANK
By: /s/ Guy R. Nudd
Name: Guy R. Nudd
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Scott C. Meves
Name: Scott C. Meves
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Barbara Meijer
Name: Barbara Meijer
Title: Manager
THE SANWA BANK, LIMITED
By: /s/ P. J. Pawlak
Name: P. J. Pawlak
Title: Vice President & Senior Manager
CRESTAR BANK
By: /s/ Daniel J. O'Neill, Jr.
Name: Daniel J. O'Neill, Jr.
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ David L. Love
Name: David L. Love
Title: Commercial Banking Officer
THE FIRST NATIONAL BANK OF MARYLAND
By: /s/ Mary Ann Facente
Name: Mary Ann Facente
Title: Vice President
SCHEDULE 1
COMMITMENTS OF THE BANKS
NAME, ADDRESS AND TELECOPY
NUMBER OF BANK COMMITMENT AMOUNT
- -------------------------- ------------------
CO-ARRANGERS
------------
Bank of America NT&SA $250,000,000
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: 212-270-2056
Chemical Bank $250,000,000
270 Park AvenueNew York, NY 10017
Telecopy: 212-270-2056
Morgan Guaranty Trust Company $250,000,000
60 Wall Street, 22nd FloorNew York, NY 10260-0060
Telecopy: 212-648-5018
NationsBank N.A. (Carolinas) $250,000,000
Communications Finance Division
901 Main Street, 64th Floor
Dallas, TX 75202-3748
The First National Bank of Chicago $250,000,000
One First National Plaza
Mail Suite 0374
Chicago, Il 60670-0083
Telecopy: 312-732-3885
CO-AGENTS
---------
Citibank, N.A. $150,000,000
399 Park AvenueNew York, NY 10043
Telecopy: 212-793-6873
The Fuji Bank, Limited $150,000,000
Two World Trade Center, 79th Floor
New York, NY 10048
Telecopy: 212-912-9407
Toronto Dominion (Texas), Inc. $150,000,000
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
Wachovia Bank of Georgia, N.A. $150,000,000
191 Peachtree Street, N.E.
Atlanta, GA 30303
Telecopy: 404-332-6898
LEAD MANAGERS
-------------
Bank of Hawaii $125,000,000
130 Merchant Street, 20th Floor
Honolulu, HI 96813
Telecopy: 602-752-8007
With a copy to:
Bank of Hawaii
1839 S. Alma School Board
Suite 150
Mesa, Arizona 85210
Telecopy: 602-752-8007
First Interstate Bank of California $125,000,000
885 Third AvenueNew York, NY 10022-4802
Telecopy: 212-593-5238
The Bank of Nova Scotia $100,000,000
New York Agency1 Liberty Plaza, 26th Floor
New York, NY 10006
Telecopy: 212-225-5090 or 5091
The Chase Manhattan Bank, N.A. $100,000,000
One Chase SquareCorp. Industries Dept.
Tower 9
Rochester, NY 14643
Telecopy: 716-258-4258
Deutsche Bank AG $100,000,000
New York Branch and/or
Cayman Islands Branch
31 West 52nd Street
New York, N.Y. 10019
Telecopy: 212-474-7936
Marine Midland Bank $100,000,000
One Marine Midland Plaza
Rochester, New York 14639
Telecopy: 716-238-7140
PNC Bank, National Association $100,000,000
Communications Banking Division
MS 12-09-01
Land Title Building
100 South Broad Street
Philadelphia, PA 19110
Attn: Scott C. Meves
Telecopy: 215-585-6680
Royal Bank of Canada $100,000,000
c/o Grand Cayman (North America #1) Branch
Financial Square
New York, N.Y. 10005-3531
Telecopy: 212-428-2372
The Sanwa Bank, Limited $100,000,000
Atlanta AgencyGeorgia-Pacific Center
Suite 4750
133 Peachtree Street, N.E.
Atlanta, GA 30303
Telecopy: 404-589-1629
LENDERS
-------
Crestar Bank $ 75,000,000
1445 New York Avenue, N.W.
Corporate Division - Third Floor
Washington, DC 20005
Telecopy: 202-879-6137
The Northern Trust Company $ 75,000,000
50 South LaSalle Street - B11
Chicago, IL 60675
Telecopy: 312-444-3508
The First National Bank of Maryland $ 50,000,000
1800 K Street, N.W., Suite 1010
Washington, DC 20006
Telecopy: 202-775-4838
TOTAL $3,000,000,000