mni8k07-exhibit101.htm


    
      

      

    

    


      Exhibit
        10.1

      


      


      AMENDMENT
        NO. 2 TO CREDIT AGREEMENT

       

      This
        Amendment No. 2 to Credit Agreement dated as of July 30, 2007 (this
“Amendment”) is entered into with reference to the Credit Agreement dated as of
        June 27, 2006, as amended by that certain Amendment No. 1 to Credit
        Agreement dated as of March 28, 2007, among The McClatchy Company, as the
        Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender
        and
        L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent and the other
        Lenders party thereto (as so amended, the “Credit
        Agreement”).  Capitalized terms used in this Amendment and not
        otherwise defined herein are used with the meanings set forth for those terms
        in
        the Credit Agreement.

       

      1.  Amendments.  The
        Borrower and the Administrative Agent (acting with the consent of the Required
        Lenders) hereby agree to amend the Credit Agreement as follows:

       

      (a)  Section
        7.07(a) of the Credit Agreement is hereby amended and restated to read in
        its
        entirety as follows:

       

      (a)           Consolidated
        Interest Coverage Ratio.  The Borrower shall not permit the
        Consolidated Interest Coverage Ratio as of the last day of any fiscal quarter
        of
        the Borrower to be less than 3.00 to 1.00 from the Closing Date through
        July 1, 2007; 2.75 to 1.00 from September 30, 2007 through
        September 28, 2008; and 3.00 to 1.00 from and after December 28, 2008;
provided, however, that if the Ratings assigned by S&P or
        Moody’s to the Facilities shall at any time be A- or better or A-3 or better,
        respectively, then this covenant shall cease to be operative.

       

      (b)  Section 7.07(b)
        of the Credit Agreement is hereby amended and restated to read in its entirety
        as follows:

       

      “Consolidated
        Total Leverage Ratio.  The Borrower shall not permit the
        Consolidated Total Leverage Ratio as of the last day of any fiscal quarter
        of
        the Borrower to be greater than 5.00 to 1.00 from September 30, 2007
        through March 30, 2008; 4.75 to 1.00 from June 29, 2008 through
        September 28, 2008; 4.25 to 1.00 from December 28, 2008 to
        September 27, 2009; and 4.00 to 1.00 from and after December 27,
        2009.”

       

      2.  Conditions
        Precedent.  The effectiveness of this Amendment shall be
        conditioned upon the receipt by the Administrative Agent of (a) counterparts
        of
        this Amendment executed by the Borrower, (b) written consents hereto executed
        by
        the Required Lenders in substantially the form of Exhibit A attached hereto
        and (c) written consents hereto executed by all of the Guarantors in
        substantially the form of Exhibit B attached hereto.

       

      3.  Representations
        and Warranties.  The Borrower represents and warrants to the
        Administrative Agent and the Lenders that, as of the date of this Amendment,
        (i)
        no Default has occurred and remains continuing, and (ii) the representations
        and
        warranties contained in Article V of the Credit Agreement and each other
        Loan Document or which are contained in any document furnished at any time
        under
        or in connection with the Credit Agreement are true and correct as if made
        on
        the date hereof, except for representations and warranties which expressly
        speak
        as of a particular date, in which case they shall be true and correct as
        of such
        earlier date and except that the representations and warranties contained
        in
        subsections (a) and (b) of Section 5.05 of the Credit Agreement shall refer
        to the most recent statements furnished pursuant to clauses (a) and (b),
        respectively, of Section 6.01 of the Credit Agreement.

       

      4.  Confirmation.  In
        all other respects, the terms of the Credit Agreement and the other Loan
        Documents are hereby confirmed.

       

      5.  Counterparts.  This
        Amendment may be executed in any number of counterparts, and all of such
        counterparts taken together shall be deemed to constitute one and the same
        instrument.

       

      6.  Governing
        Law.  This Amendment shall be governed by and construed in
        accordance with the laws of the State of New York.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Borrower and the Administrative Agent have executed
        this
        Amendment as of the date first written above by their duly authorized
        representatives.

       

      THE
        McCLATCHY COMPANY

       

      By:  /s/
        Patrick J. Talamantes

      Name:
        Patrick J. Talamantes

                                      Title:
        VP-Finance,
        CFO & Asst. Secretary

       

       

      BANK
        OF
        AMERICA, N.A., as Administrative Agent

       

      By: 
        /s/ Ken
        Puro                                                                        

      Name: 
        Ken
        Puro                                                                         

      Title:  Vice
        President                                                                     

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Exhibit
        A to Amendment]

       

      CONSENT
        OF LENDER

       

      This
        Consent of Lender is delivered by the undersigned Lender to Bank of America,
        N.A., as Administrative Agent, with reference to the Credit Agreement dated
        as
        of June 27, 2006 (the “Credit Agreement”), among The McClatchy Company, as the
        Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender
        and
        L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent and the other
        Lenders party thereto (the “Credit Agreement”).  Capitalized terms
        used herein are used with the meanings set forth for those terms in the Credit
        Agreement.

       

      The
        undersigned is a party to the Credit Agreement and hereby consents to the
        execution and delivery of the proposed Amendment No. 2 to Credit Agreement
        by the Administrative Agent on behalf of the Lenders party to the Credit
        Agreement, substantially in the form of the draft presented to the
        undersigned.

       

      


       

      BANK
        OF
        AMERICA, N.A., as Administrative Agent

       

      By:   /s/
        Ken Puro                                                             

      Title: 
        Vice
        President                                                                       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Exhibit
        B to Amendment]

       

      CONSENT
        AND REAFFIRMATION OF GUARANTOR

       

      This
        Consent and Reaffirmation of Guarantor is delivered by the undersigned Guarantor
        to Bank of America, N.A., as Administrative Agent, with reference to the
        Guaranty dated as of May 4, 2007 (the “Guaranty”) delivered pursuant to the
        Credit Agreement dated as of June 27, 2006 (the “Credit Agreement”), among The
        McClatchy Company, as the Borrower, Bank of America, N.A., as Administrative
        Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as
        Syndication Agent and the other Lenders party thereto (the “Credit
        Agreement”).  Capitalized terms used herein are used with the meanings
        set forth for those terms in the Credit Agreement.

       

      Each
        of
        the undersigned is a party to the Guaranty and hereby consents to the execution
        and delivery of the proposed Amendment No. 2 to Credit Agreement,
        substantially in the form of the draft presented to the
        undersigned.  By its execution hereof, each of the undersigned hereby
        (i) acknowledges and reaffirms all of its obligations and undertakings under
        the
        Guaranty and (ii) acknowledges and agrees that the Guaranty is and shall
        remain
        in full force and effect in accordance with the terms thereof.

       

      McClatchy
        Newspapers, Inc.

       

      By: /s/
        Patrick J.
        Talamantes

      Its:  VP,
        Finance, CFO & Assistant Secretary

       

      East
        Coast Newspapers, Inc.

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP
& Assistant Secretary

       

      The
        News
        and Observer Publishing Company

       

      By:
        /s/
        Patrick J. Talamantes

      Its:  VP
        & Assistant Secretary

       

      Tacoma
        News, Inc.

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP
& Assistant Secretary

       

      San
        Luis
        Obispo Tribune, LLC

       

      By:  The
        McClatchy Company,

              
its
        Sole
        Member

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP-Finance, CFO & Asst. Secretary

       

      McClatchy
        Management Services, Inc.

      By:
        /s/
        Patrick J. Talamantes

      Its:
        President

       

      Miami
        Herald Media Company

      By:
        /s/
        Patrick J. Talamantes

      Its:  VP,
        Asst. Secretary & Asst. Treasurer

       

      Macon
        Telegraph Publishing Company

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

      Columbus
        Ledger-Enquirer, Inc.

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

       

      Gulf
        Publishing Company, Inc.

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

       

      The
        Bradenton Herald, Inc.

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

      The
        Sun
        Publishing Company, Inc.

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

      Nittany
        Printing and Publishing Company

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

      The
        State
        Publishing Company

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

      The
        Charlotte Observer Publishing Company

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

      Wichita
        Eagle and Beacon Publishing Company, Inc.

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

      Pacific
        Northwest Publishing Company, Inc.

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        Executive VP & Asst. Corporate Secretary

       

      Lexington
        H-L Services, Inc.

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

      Cypress
        Media, Inc.

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

      Cypress
        Media, LLC

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

      Quad
        County Publishing, Inc.

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

      Star-Telegram
        Operating, Ltd.

       

      By:           Cypress
        Media, LLC, its General Partner

      By:           Cypress
        Media, Inc., its Sole Member

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer

       

      McClatchy
        U.S.A., Inc.

       

      By:
        /s/
        Patrick J. Talamantes

      Its:
        VP,
        Asst. Secretary & Asst. Treasurer