GCI-2015.03.29-EX10-1






Exhibit 10-1


SEVENTH AMENDMENT, dated as of February 13, 2015 (this “Amendment”), to the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013 and as further amended by the Sixth Amendment thereto, dated as of September 24, 2013 (the “Credit Agreement”) among Gannett Co., Inc., a Delaware corporation (“Gannett”), several banks and other financial institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other parties party thereto, is made by and between Gannett, the Administrative Agent and the Lenders party hereto. 
W I T N E S S E T H:
WHEREAS, Gannett has requested certain amendments to the Credit Agreement; 
WHEREAS, the parties are willing to consent to the requested amendments on the terms and conditions contained herein;
NOW THEREFORE, the parties hereto hereby agree as follows: 
1.Defined Terms.  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 


2.Amendments to the Credit Agreement.  


2.1    Amendments to Section 1.1 of the Credit Agreement.
(a) The following term shall be inserted into Section 1.1 in appropriate alphabetical order:
““Seventh Amendment Effective Date”: February 13, 2015.”
(b) The definition of “Eurodollar Base Rate” shall be amended by adding the underlined text, as set forth below:


“with respect to any Eurodollar Loan for any Interest Period, the London interbank offered rate as administered by the British Bankers Association (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters Screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the “Screen Rate”) at approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period; provided, that, if the Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided, further, that, if the Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to Dollars, then the Eurodollar Base Rate shall be the Interpolated Rate at such time.  “Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive 









and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period (for which that Screen Rate is available in Dollars) that is shorter than the Impacted Interest Period and (b) the Screen Rate for the shortest period (for which that Screen Rate is available for Dollars) that exceeds the Impacted Interest Period, in each case, at such time; provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.”
(c) The definition of “Federal Funds Effective Rate” shall be amended by adding the following proviso at the end thereof:


“; provided, that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.”


2.2    Amendment to Section 2.15 of the Credit Agreement. 
New Section 2.15(j) of the Credit Agreement is hereby added as follows: 
“Solely for purposes of determining withholding Taxes imposed under FATCA, from and after the Seventh Amendment Effective Date, Gannett and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement (together with any Loans or other extensions of credit pursuant hereto) as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).”
2.3    Amendment to Section 6.3 of the Credit Agreement. 
Section 6.3 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
“Permit the Total Leverage Ratio as of the last day of any Test Period ending during any period set forth below to exceed the ratio set forth opposite such period:
	
		
	Period
	Total
Leverage Ratio

	Amendment and Restatement Effective Date through the Acquisition Date
	3.50 to 1.00

	Acquisition Date through September 30, 2016
	4.00 to 1.00

	October 1, 2016 and thereafter
	 3.75 to 1.00”






3.Effectiveness.  This Amendment shall become effective as of the date (the “Seventh Amendment Effective Date”) on which the Administrative Agent shall have received counterparts hereof duly executed by (i) Gannett, (ii) the Administrative Agent and (iii) Lenders constituting Required Lenders.









4.Representations and Warranties.  Gannett hereby represents and warrants that, on and as of the Seventh Amendment Effective Date, after giving effect to this Amendment:  


(a)  No Default or Event of Default has occurred and is continuing; and
(b)  Each of the representations and warranties of Gannett in the Credit Agreement and this Amendment is true and correct in all material respects, as if made on and as of the date hereof. 
5.Continuing Effect.  Except as expressly amended hereby, the Credit Agreement shall continue to be and shall remain in full force and effect in accordance with its terms.  From and after the date hereof, all references in the Credit Agreement thereto shall be to the Credit Agreement as amended hereby.  


6.Counterparts.  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Amendment by electronic or facsimile transmission (including .pdf file) shall be effective as delivery of a manually executed counterpart hereof.  


7.Headings.  Section headings used in this Amendment are for convenience of reference only, are not part of this Amendment and are not to affect the constructions of, or to be taken into consideration in interpreting, this Amendment.  


8.GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  


9.Expenses.  Gannett agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.


































[Remainder of page intentionally left blank]









IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first written above. 




GANNETT CO., INC.




By:    /s/ Michael A. Hart                
       Name: Michael A. Hart
      Title: Vice President & Treasurer 






JPMORGAN CHASE BANK, N.A., 
as Administrative Agent and a Lender




By:    /s/ Timothy D. Lee                
       Name: Timothy D. Lee
            Title:  Vice President






































































Signature page to Seventh Amendment to Credit Agreement 

















Barclays Bank PLC, as a Lender




By:     /s/ Luke Syme                
       Name: Luke Syme
            Title:  Assistant Vice President






























































































Signature page to Seventh Amendment to Credit Agreement 

















CAPITAL ONE, N.A., as a Lender




By:    /s/ Michelle Khalili                
       Name: Michelle Khalili
            Title:  SVP
























































































Signature page to Seventh Amendment to Credit Agreement 























Citibank, N.A., as a Lender




By:     /s/ Elizabeth Minnella Gonzalez         
       Name: Elizabeth Minnella Gonzalez
            Title: Managing Director and Vice President




























































































Signature page to Seventh Amendment to Credit Agreement 



















Comerica Bank, as a Lender




By:    /s/ Mark J Leveille                
       Name: Mark J Leveille
            Title:  Vice President




























































































Signature page to Seventh Amendment to Credit Agreement 



















Citizens Bank, N.A., as a Lender




By:    /s/ Ramez Gobran                
       Name: Ramez Gobran
            Title:  Vice President




























































































Signature page to Seventh Amendment to Credit Agreement 

















                                                   
 Fifth Third Bank, and Ohio Banking Corporation, as a Lender




By:    /s/ J. David Izard                
       Name: J. David Izard
            Title:  Vice President




























































































Signature page to Seventh Amendment to Credit Agreement 



















First Hawaiian Bank, as a Lender




By:    /s/ Derek Chang                
       Name: Derek Chang
            Title:  Vice President
























































































Signature page to Seventh Amendment to Credit Agreement 























MIZUHO BANK, LTD., as a Lender




By:    /s/ Bertram H. Tang                 
       Name: Bertram H. Tang
            Title:  Authorized Signatory 
























































































Signature page to Seventh Amendment to Credit Agreement 























PNC Bank, N.A., as a Lender




By:    /s/ Nancy Rosal Bonnell                
       Name: Nancy Rosal Bonnell
            Title:  Vice President 




























































































Signature page to Seventh Amendment to Credit Agreement 



















RAYMOND JAMES BANK, N.A., as a Lender




By:    /s/ Michael Pelletier                
       Name: Michael Pelletier
            Title:  Senior Vice President






























































































Signature page to Seventh Amendment to Credit Agreement 

















ROYAL BANK OF CANADA, as a Lender




By:    /s/ Alexander Oliver                
       Name: Alexander Oliver
            Title:  Authorized Signatory




























































































Signature page to Seventh Amendment to Credit Agreement 



















Sumitomo Mitsui Banking Corporation, as a Lender




By:    /s/ David W. Kee                
       Name: David W. Kee
            Title:  Managing Director


























































































Signature page to Seventh Amendment to Credit Agreement 





















SUNTRUST BANK, as a Lender




By:    /s/ Cynthia W. Burton             
       Name: Cynthia W. Burton
            Title:  Vice President 


























































































Signature page to Seventh Amendment to Credit Agreement 





















TD Bank, N.A., as a Lender




By:    /s/ Shivani Agarwal                
       Name: Shivani Agarwal
            Title: Senior Vice President


























































































Signature page to Seventh Amendment to Credit Agreement 





















The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender




By:    /s/ Ola Anderssen                 
       Name: Ola Anderssen
            Title:  Director


























































































Signature page to Seventh Amendment to Credit Agreement 





















The Northern Trust Company, as a Lender




By:    /s/ Lisa DeCristofaro               
       Name: Lisa DeCristofaro
            Title:  Senior Vice President




























































































Signature page to Seventh Amendment to Credit Agreement 



















US Bank, National Association, as a Lender




By:    /s/ Steven L. Sawyer                
       Name: Steven L. Sawyer
            Title:  Senior Vice President


























































































Signature page to Seventh Amendment to Credit Agreement