exv4w13



 



Exhibit 4-13



FIRST AMENDMENT


                FIRST AMENDMENT, dated as of February 26, 2003 and effective as of March
17, 2003 (this “Amendment”), to the Competitive Advance and Revolving Credit
Agreement, dated as of March 11, 2002 and effective as of March 18, 2002 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among GANNETT CO., INC., a Delaware corporation (“Gannett”), the
several banks and other financial institutions parties to the Credit Agreement
prior to the date hereof (the “Existing Lenders”), the several banks and other
financial institutions parties to this Amendment but not parties to the Credit
Agreement prior to the date hereof (the “New Lenders” and, together with the
Existing Lenders, the “Lenders”) BANK OF AMERICA, N.A., as administrative agent
(in such capacity, the “Administrative Agent”), JPMORGAN CHASE BANK and BANK
ONE, NA, as co-syndication agents, and BARCLAYS BANK PLC, as Documentation
Agent .


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.     Amendment to Section 1.1. Section 1.1 of the Credit Agreement is
hereby amended by deleting therefrom the definition of “364-Day Termination
Date” and substituting in lieu thereof the following definition:



		
	 	"364-Day Termination Date”: the date which is 364 days after
March 17, 2003; provided that if such date is not a Business
Day, the 364-Day Termination Date shall be the Business Day
immediately preceding such date.



                3.     Amendment to Section 1.1. Section 1.1 of the Credit Agreement is
further amended by deleting therefrom the definition of “364-Day Commitment
Period” and substituting in lieu thereof the following definition:



		
	 	"364-Day Commitment Period”: the period from and including March 17,
2003 to the 364-Day Termination Date.



                4.     Amendment to Schedule 1.1. Schedule 1.1 to the Credit Agreement is
hereby amended by deleting the columns entitled “Lender” and “364-Day
Commitment” where they appear in such Schedule and substituting in lieu thereof
the columns entitled “Lender” and “364-Day Commitment” set forth on Schedule
1.1 attached hereto.


                5.     Amendment to Section 9.6(c). Section 9.6(c) is amended by deleting the
first sentence and substituting in lieu thereof, the following sentence:



		
	 	        “Any Lender other than any Conduit Lender (an “Assignor”) may, in
accordance with applicable law, at any time and from time to time assign
to any Lender or, with the consent of Gannett and the Administrative Agent
(which, in each case, shall not be unreasonably withheld, delayed or
conditioned; it being understood that Gannett’s consent shall not be
considered to be unreasonably withheld, delayed or conditioned if Gannett
withholds, delays or conditions its consent because, among other factors,
it is concerned about a potential Assignee’s capital adequacy, liquidity
or ability to perform its obligations under this Agreement), to any Lender



 






 





		
	 	Affiliate, an additional bank, financial institution or other entity
(an “Assignee”) all or any part of its rights and obligations under this
Agreement pursuant to an Assignment and Acceptance, executed by such
Assignee, such Assignor and any other Person whose consent is required
pursuant to this paragraph, and delivered to the Administrative Agent for
its acceptance and recording in the Register; provided that, unless
otherwise agreed by Gannett and the Administrative Agent, no such
assignment to an Assignee (other than any Lender or any Lender Affiliate)
shall be in an aggregate principal amount of less than $10,000,000, in
each case except in the case of an assignment of all of a Lender’s
interests under this Agreement.”



                6.     Effectiveness. This Amendment shall become effective as of the date on
which all of the following conditions precedent have been satisfied:



		
	 	(a) The Administrative Agent shall have received (i)
counterparts hereof duly executed by Gannett and the
Administrative Agent and (ii) an executed consent letter from
each Existing Lender (other than any Existing Lender which is
an Exiting Lender (as defined below)) and each New Lender
authorizing the Administrative Agent to enter into this
Amendment;




		
	 	(b) The Lenders shall have received (i) audited consolidated
financial statements (the “Annual Financials”) of Gannett for
the most recent fiscal year ended prior to the date hereof as
to which such financial statements are available and (ii)
unaudited interim consolidated financial statements (the
“Quarterly Financials”) of Gannett for each quarterly period
ended subsequent to the date of the latest financial statements
delivered pursuant to clause (i) of this paragraph (b) as to
which such financial statements are available;




		
	 	(c) The Administrative Agent shall have received a certificate
from the Secretary of Gannett certifying, as of the date of
this Amendment, 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 Amendment
and the making of the Borrowings; and




		
	 	(d) The Lenders and the Administrative Agent shall have
received all fees required to be paid on or before the date
hereof in connection with this Amendment or the Credit
Agreement.



                7.     Representations and Warranties. Gannett hereby represents and warrants
on and as of the date hereof that, after giving effect to this Amendment:



		
	 	(a) No Default or Event of Default has occurred and is
continuing;




		
	 	(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;
and




		
	 	(c) The Annual Financials and the Quarterly Financials
(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 GAAP. Gannett and its Subsidiaries
have no Material liabilities as of December 30, 2001 not
reflected in the consolidated balance sheet as of December 30,
2001 or the related notes as of said date, and from that date
to the date hereof there has been no Material change in the
business or financial condition of Gannett and its Subsidiaries
taken as a whole which has not been publicly disclosed.



                8.     New Lenders. By executing this Amendment, each New Lender:



		
	 	(a) Agrees to be bound by the provisions of the Credit
Agreement, and agrees that it shall, on the date of this
Amendment, become a “Lender” (as defined in the Credit
Agreement) for all purposes of the Credit Agreement to the same
extent as if originally a party thereto; and



 






 





		
	 	(b)(i) Represents and warrants that it is legally authorized to
enter into this Amendment; (ii) confirms that it has received a
copy of the Credit Agreement, and such other documents and
information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Amendment; (iii)
agrees that it has made and will, independently and without
reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit
Agreement or any instrument or document furnished pursuant
hereto or thereto; (iv) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Credit
Agreement or any instrument or document furnished pursuant
hereto or thereto as are delegated to the Administrative Agent
by the terms thereof, together with such powers as are
incidental thereto; and (v) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in
accordance with its terms all the obligations which by the
terms of the Credit Agreement are required to be performed by
it as a Lender including, without limitation, if it is
organized under the laws of a jurisdiction outside the United
States, its obligation pursuant to Section 2.15(d) of the
Credit Agreement.



                9.     Exiting 364-Day Lenders. The 364-Day Commitment of each Lender whose
name does not appear on Schedule 1.1 attached hereto (the “Exiting Lender”)
will terminate on the date hereof upon repayment in full of all amounts, if
any, owing to it under the Credit Agreement on the date hereof. On the date
hereof, if necessary, Gannett shall effect such borrowings and repayments among
the 364-Day Lenders (which, notwithstanding the provisions of subsection 2.13
of the Credit Agreement, need not be pro rata among the 364-Day Lenders) so
that, after giving effect thereto, the respective principal amounts of the
364-Day Loans held by the 364-Day Lenders shall be pro rata according to their
respective 364-Day Commitment Percentages, as amended hereby (Gannett being
obligated to pay the amounts, if any, due pursuant to subsection 2.16 of the
Credit Agreement in connection with such prepayments).


                10.     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.


                11.     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
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.


                12.     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.


                13.     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.


                14.     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.



 










 



          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




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




	 	By: /s/ Thomas J. Kane

        Name: Thomas J. Kane

        Title: Principal



 






 


SCHEDULE 1.1




	 	 	 	 	 
	 	 	364-DAY
	LENDER	 	COMMITMENT
	 
	BANK OF AMERICA, N.A.	 	 	
$150,000,000	 
	JPMORGAN CHASE BANK	 	 	
$150,000,000	 
	BANKONE, NA	 	 	
$150,000,000	 
	BARCLAYS BANK PLC	 	 	
$150,000,000	 
	CITIBANK N.A.	 	 	
$75,000,000	 
	SUNTRUST BANK	 	 	
$75,000,000	 
	BANK OF TOKYO-MITSUBISHI

TRUST CO.	 	 	
$75,000,000	 
	HSBC BANK USA	 	 	
$50,000,000	 
	LLOYDS TSB BANK PLC	 	 	
$50,000,000	 
	THE NORTHERN TRUST

COMPANY	 	 	
$40,000,000	 
	FIFTH THIRD BANK	 	 	
$37,500,000	 
	WELLS FARGO BANK,

NATIONAL ASSOCIATION	 	 	
$37,500,000	 
	FLEET NATIONAL BANK	 	 	
$37,500,000	 
	U.S. BANK NATIONAL
ASSOCIATION	 	 	
$37,500,000	 
	BANK OF HAWAII	 	 	
$25,000,000	 
	UFJ BANK LIMITED	 	 	
$25,000,000	 
	MELLON BANK, N.A.	 	 	
$12,500,000	 
	ASSOCIATED BANK,

NATIONAL ASSOCIATION	 	 	
$10,000,000	 
	HIBERNIA NATIONAL BANK	 	 	
$10,000,000	 
		 	 	
	 
	 	 	 	
$1,197,500,000