MASTER ASSIGNMENT AND
ASSUMPTION
Reference is made to (i) the Amended and
Restated Competitive Advance and Revolving Credit Agreement, dated
as of March 11, 2002 and effective as of March 18, 2002
(the “ 2002 Credit Agreement ”), as amended and
restated as of December 13, 2004 and effective as of
January 5, 2005, as amended by the First Amendment thereto,
dated as of February 28, 2007 and effective as of
March 15, 2007 and as further amended by the Second Amendment
thereto, dated as of October 23, 2008 and effective as of
October 31, 2008 and as further amended by the Third Amendment
thereto, dated as of September 28, 2009 and as further amended
by the Fourth Amendment thereto, dated as of August 25, 2010 and as
further amended by the Fifth Amendment thereto, dated as of
September 30, 2010, among Gannett, the lenders thereto, Bank
of America, N.A., as initial administrative agent, JPMorgan Chase
Bank, N.A. and Citibank, N.A. as syndication agents and JPMorgan
Chase Bank, N.A. as successor administrative agent, and Barclays
Bank PLC, as documentation agent, (ii) the Competitive Advance
and Revolving Credit Agreement, dated as of February 27, 2004
and effective as of March 15, 2004 (the “ 2004 Credit
Agreement ”), as amended by the First Amendment thereto,
dated as of February 28, 2007 and effective as of
March 15, 2007 and as further amended by the Second Amendment
thereto, dated as of October 23, 2008 and effective as of
October 31, 2008 and as further amended by the Third Amendment
thereto, dated as of September 28, 2009 and as further amended
by the Fourth Amendment thereto, dated as of August 25, 2010
and as further amended by the Fifth Amendment thereto, dated as of
September 30, 2010, among Gannett, the lenders thereto, Bank
of America, N.A., as initial administrative agent, JPMorgan Chase
Bank, N.A. and Citibank, N.A. as syndication agents and JPMorgan
Chase Bank, N.A. as successor administrative agent, and Barclays
Bank PLC and Suntrust Bank, as documentation agents, and
(iii) the Competitive Advance and Revolving Credit Agreement,
dated as of December 13, 2004 and effective as of
January 5, 2005 (the “ 2005 Credit Agreement
”), as amended by the First Amendment thereto, dated as of
February 28, 2007 and effective as of March 15, 2007 and
as further amended by the Second Amendment thereto, dated as of
October 23, 2008 and effective as of October 31, 2008 and
as further amended by the Third Amendment thereto, dated as of
September 28, 2009 and as further amended by the Fourth
Amendment thereto, dated as of August 25, 2010 and as further
amended by the Fifth Amendment thereto, dated as of
September 30, 2010, among Gannett, the lenders thereto, Bank
of America, N.A., as administrative agent, JPMorgan Chase Bank,
N.A. and Citibank, N.A. as syndication agents and JPMorgan Chase
Bank, N.A. as successor administrative agent, and Barclays Bank
PLC, as documentation agent (the Credit Agreements described in
clauses (i), (ii) and (iii) above as amended,
supplemented or otherwise modified on or prior to the date hereof,
the “ Existing Credit Agreements ” and after the
Extension Effective Date, the “ Credit Agreements
”). Unless otherwise defined herein, terms defined in the
Existing Credit Agreements and used herein shall have the meanings
given to them in the Existing Credit Agreements.
This Master Assignment and Assumption (the
“ Assignment and Assumption ”) is dated as of
the Extension Effective Date (as defined in the Credit Agreements)
and is entered into by and between each of the Lenders listed on
Schedule 1 (each an “ Assignor ”;
collectively, the “ Assignors ”) and each
Assignee set forth on Schedule 1 (each an “
Assignee ”; collectively, the “ Assignees
”).
Gannett has notified the Administrative Agent
and the Lenders that, substantially contemporaneously with the
effectiveness of the Fifth Amendment and Waiver, the Five-Year
Commitments under the 2002 Credit Agreement shall be permanently
reduced by $365,393,623.38, the Five -Year Commitments under the
2004 Credit Agreement shall be permanently reduced by
$468,303,261.36 and the Five-Year Commitments under the 2005 Credit
Agreement shall be permanently reduced by $285,738,396.15 such
that, following such reduction, the aggregate amount of Five-Year
Commitments under the Credit Agreements shall be $1,630,564,719.11.
The Administrative Agent and Lenders party hereto hereby waive any
notice requirement in respect of such reduction pursuant to
Section 2.4 of the Existing Credit Agreements.
The Assignors
and the Assignees hereto agree as follows:
1. The Assignors hereby irrevocably sell
and assign to the Assignees without recourse to any such Assignor,
and the Assignees hereby irrevocably purchase and assume from the
Assignors (in each case, on a ratable basis in accordance with the
amounts of the applicable Assigned Facility (as defined below) to
be purchased and assumed by such Assignee hereunder) without
recourse to any such Assignor, as of the Extension Effective Date,
all of the respective interests of the Assignors (with respect to
each Assignee or Assignor, as applicable, its “ Assigned
Interest ”) in and to the Assignors’ rights and
obligations in respect of their Five-Year Commitments under the
Existing Credit Agreements as set forth on Schedule 1
hereto (individually, an “ Assigned Facility ”;
collectively, the “ Assigned Facilities ”), in a
principal amount for each Assigned Facility as set forth on
Schedule 1 hereto. The parties hereto hereby agree that
on the Extension Effective Date each Assignor shall receive payment
in full from the Assignees and Gannett of all outstanding principal
and accrued interest and fees owing to it except for any such
amounts that will continue to be owing to it as a party to the
Credit Agreements. Each Assignee shall only be responsible for
purchasing the assigned amount set forth next to its name set forth
on Schedule 1 and no Assignee shall be liable in any way for
the failure of any other Assignee to purchase any amounts to be
purchased by such other Assignee.
2. No Assignor (a) makes any
representation or warranty or assumes any responsibility with
respect to any statements, warranties or representations made in or
in connection with the Existing Credit Agreements or with respect
to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Existing Credit Agreements, any other
Loan Document or any other instrument or document furnished
pursuant thereto, other than that such Assignor is the legal and
beneficial owner of the interest being assigned by it hereunder,
has not created any adverse claim upon the interest being assigned
by it hereunder and that such interest is free and clear of any
such adverse claim or (b) makes any representation or warranty
or assumes any responsibility with respect to the financial
condition of Gannett, any of its Affiliates or any other obligor or
the performance or observance by Gannett, any of its Affiliates or
any other obligor of any of their respective obligations under the
Existing Credit Agreements or any other Loan Document or any other
instrument or document furnished pursuant hereto or
thereto
3. Each Assignee (a) represents and
warrants that it is legally authorized to enter into this Master
Assignment and Assumption; (b) confirms that it has received
copies of the Existing Credit Agreements and the Credit Agreements,
together with copies of the financial statements delivered pursuant
to Section 5.1 of the Credit Agreements, and such other
documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Master
Assignment and Assumption; (c) agrees that it will,
independently and without reliance upon the Assignor, the
Administrative Agent or any 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 Existing Credit Agreements and the Credit Agreements, the other
Loan Documents or any other instrument or document
furnished
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