Common use of Amendment to Section 7.2 Clause in Contracts

Amendment to Section 7.2. Section 7.2 of the Credit Agreement is hereby amended by deleting existing paragraphs (a) and (b) thereof in their entirety and inserting in lieu thereof the following new paragraphs (a) and (b): (a) If an Event of Default specified in Section 7.1(e) or (f) shall occur and be continuing, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable. (b) If an Event of Default other than those specified in Section 7.1(e) or (f) shall occur and be continuing, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to Gannett, declare Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to Gannett, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, Gannett shall as soon as practicable thereafter, but in no event later than one Business Day thereafter, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of Gannett hereunder. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of Gannett hereunder shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to Gannett (or such other Person as may be lawfully entitled thereto).”

Amendment to Section 7.2. Section 7.2 of the Credit Agreement is hereby amended by deleting existing paragraphs (a) and (b) thereof deleted in their its entirety and inserting in lieu thereof the following new paragraphs is hereby substituted in place thereof: “This Agreement is subject to approval by the Bankruptcy Court and, if required by the Bankruptcy Court, the consideration by the Sellers of higher or better competing bids (a) and (b): (a) If an Event each a “Competing Bid”); provided, however, that any Seller may enter into any agreement for the sale, lease, transfer or disposition of Default specified in Section 7.1(e) any of the Purchased Assets or (f) shall occur and be continuing, automatically any portion of the Commitments shall immediately terminate and Business whose consummation is contingent upon the Loans (with accrued interest thereon) and all other amounts owing under termination of this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable. (b) If an Event of Default other than those specified in Section 7.1(e) or (f) shall occur and be continuing, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to Gannett, declare Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to Gannett, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor any such transaction shall not have occurred at the time of an acceleration pursuant to this paragraph, Gannett shall as soon as practicable thereafterbe deemed a Competing Bid (a “Contingent Transaction”), but in no event later than one Business Day thereafter, deposit in a cash collateral account opened will acceptance by Sellers of any Contingent Transaction relieve Sellers of their obligation to consummate the transactions contemplated hereunder. Except as may be required by the Administrative Agent an amount equal Bankruptcy Court or with respect to a Contingent Transaction, from the aggregate then undrawn date hereof and unexpired amount until the transaction contemplated by the Agreement is consummated, Sellers shall not, and shall cause their representatives and Affiliates not to, initiate contact with, solicit or encourage submission of such Letters any inquiries, proposals or offers by, any Person (other than Purchaser and its Affiliates, agents and representatives) in connection with any sale or other disposition of Creditthe Purchased Assets. Amounts held in such cash collateral account Sellers shall be applied by permitted and have the Administrative Agent responsibility and obligation to respond to any inquiries or offers to purchase all or any part of the payment of drafts drawn under such Letters of Credit, Purchased Assets and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of Gannett hereunder. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied perform any and all other obligations acts related thereto which are required under the Bankruptcy Code or other applicable law, including, without limitation, supplying information relating to the Business and the assets of Gannett hereunder Sellers to prospective purchasers. Sellers shall have been paid in full, promptly notify Purchaser of the balance, if any, in existence of any Competing Bid or Contingent Transaction received by Sellers after the date hereof and Sellers shall communicate to Purchaser the material terms of any such cash collateral account shall be returned to Gannett (Competing Bid or Contingent Transaction but not the identity of the party making such other Person as may be lawfully entitled thereto)Competing Bid or Contingent Transaction.”