McClatchy Co Sample Contracts

McClatchy Co – McCLATCHY RECEIVES NOTICE FROM NYSE AMERICAN (September 13th, 2019)

SACRAMENTO, Calif., Sept. 13, 2019 - The McClatchy Company (NYSE American-MNI) announced today that on September 9, 2019, it received a notice from NYSE American LLC (“NYSE American”) indicating that the Company is not currently in compliance with certain listing standards, and as noted below, has approximately 18 months to become compliant under a plan that is subject to approval by NYSE American.

McClatchy Co – the mcclatchy company EXECUTIVE SEVERANCE BENEFIT PLAN (Effective as of AUGUST 7, 2019) (August 8th, 2019)
McClatchy Co – THE MCCLATCHY COMPANY, as Issuer, and THE SUBSIDIARY GUARANTORS PARTIES HERETO 6.875% Senior Secured Junior Lien Notes due 2031 FIRST SUPPLEMENTAL INDENTURE Dated as of March 15, 2019 to INDENTURE Dated as of December 18, 2018 THE BANK OF NEW YORK MELLON, as Trustee and as Collateral Agent (March 18th, 2019)

THIS FIRST SUPPLEMENTAL INDENTURE, is entered into as of March 15, 2019 (this “Supplemental Indenture”), among THE MCCLATCHY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (as defined herein, the “Company”), the Subsidiary Guarantors party hereto and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (in such capacity, as defined herein, the “Trustee”) and as notes collateral agent (in such capacity, as defined herein, the “Collateral Agent”).

McClatchy Co – THE MCCLATCHY COMPANY, as Issuer, and THE SUBSIDIARY GUARANTORS PARTIES HERETO 6.875% Senior Secured Junior Lien Notes due 2031 SECOND SUPPLEMENTAL INDENTURE Dated as of March 15, 2019 to INDENTURE Dated as of December 18, 2018 THE BANK OF NEW YORK MELLON, as Trustee and as Collateral Agent (March 18th, 2019)

THIS SECOND SUPPLEMENTAL INDENTURE, is entered into as of March 15, 2019 (this “Second Supplemental Indenture”), among THE MCCLATCHY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (as defined herein, the “Company”), the Subsidiary Guarantors party hereto and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (in such capacity, as defined herein, the “Trustee”) and as notes collateral agent (in such capacity, as defined herein, the “Collateral Agent”).

McClatchy Co – AMENDMENT NO. 1 TO EXecutive Employment Agreement (January 25th, 2019)

This Amendment No. 1 to the EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of January 25, 2019, by and between CRAIG I. FORMAN (the “Executive”) and THE McCLATCHY COMPANY, a Delaware corporation (the “Company”).

McClatchy Co – THE MCCLATCHY COMPANY, as Issuer, and THE SUBSIDIARY GUARANTORS PARTIES HERETO 6.875% Senior Secured Junior Lien Notes due 2031 INDENTURE Dated as of December 18, 2018 THE BANK OF NEW YORK MELLON, as Trustee and as Collateral Agent (December 18th, 2018)

INDENTURE, dated as of December 18, 2018 (this “Indenture”), among THE MCCLATCHY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (as defined herein, the “Company”), certain subsidiaries of the Company from time to time parties hereto (as defined herein, the “Subsidiary Guarantors”) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (in such capacity, as defined herein, the “Trustee”) and as notes collateral agent (in such capacity, as defined herein, the “Collateral Agent”).

McClatchy Co – THE McCLATCHY COMPANY 2018 SENIOR EXECUTIVE RETENTION PLAN (As Adopted Effective November 8, 2018) (November 13th, 2018)
McClatchy Co – AMENDED AND RESTATED TERM LOAN FRAMEWORK AGREEMENT (August 9th, 2018)

This Amended and Restated Term Loan Framework Agreement (as further amended, restated, modified or otherwise supplemented from time to time, the “Agreement”), dated as of June 26, 2018 is entered into between The McClatchy Company, a Delaware Corporation (the “Company”), and Chatham Asset Management, LLC (the “Lender”), for itself and on behalf of the beneficial owners of the Outstanding Debt Securities listed on Exhibit A hereto (“Accounts”) for whom the Lender holds contractual and investment authority (each Account, as well as the Lender if it is exchanging Outstanding Debt Securities hereunder, a “Holder”), amended and restates in its entirety the Term Loan Framework Agreement (the “Prior Agreement”), dated as of April 26, 2018 between the Company and the Lender, for itself and on behalf of the Accounts as defined in the Prior Agreement.

McClatchy Co – CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, THE MCCLATCHY COMPANY, as Parent, and THE BORROWERS THAT ARE PARTIES HERETO Dated as of July 16, 2018 (August 9th, 2018)

THIS CREDIT AGREEMENT, is entered into as of July 16, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), THE MCCLATCHY COMPANY, a Delaware corporation (“Parent”), the Subsidiaries of Parent identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as “Borrowers” in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”).

McClatchy Co – JUNIOR LIEN TERM LOAN CREDIT AGREEMENT dated as of July 16, 2018 among The McClatchy Company, as Borrower, The Lenders Party Hereto, The Guarantors Party Hereto, The Bank of New York Mellon, as Administrative Agent, Tranche A Collateral Agent and Tranche B Collateral Agent (August 9th, 2018)

JUNIOR LIEN TERM LOAN CREDIT AGREEMENT, dated as of July 16, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among The McClatchy Company, a Delaware corporation (the “Borrower”), the Guarantors (as hereinafter defined), the Initial Lenders (as hereinafter defined), The Bank of New York Mellon, as collateral agent (Tranche A) for the holders of Tranche A Loans (together with any successor collateral agent appointed pursuant to Article VIII, the “Tranche A Collateral Agent”), as collateral agent (Tranche B) for the holders of Tranche B Loans (together with any successor collateral agent appointed pursuant to Article VIII, the “Tranche B Collateral Agent” and together with the Tranche A Collateral Agent, the “Collateral Agent”) and as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for t

McClatchy Co – THE MCCLATCHY COMPANY, as Issuer, and THE SUBSIDIARY GUARANTORS PARTIES HERETO 9.000% Senior Secured Notes due 2026 INDENTURE Dated as of July 16, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and as Collateral Agent (August 9th, 2018)

INDENTURE, dated as of July 16, 2018 (this “Indenture”), among THE MCCLATCHY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), certain subsidiaries of the Company from time to time parties hereto (the “Subsidiary Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Collateral Agent”).

McClatchy Co – FIFTH SUPPLEMENTAL INDENTURE dated as of July 13, 2018 between THE MCCLATCHY COMPANY, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 7.15% Debentures due November 1, 2027 6.875% Debentures due March 15, 2029 (August 9th, 2018)

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is entered into as of July 13, 2018, between THE MCCLATCHY COMPANY, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (in such capacity, the “Trustee”).

McClatchy Co – McCLATCHY ANNOUNCES CLOSING OF $310 MILLION OF SENIOR SECURED NOTES DUE 2026 Calls for Full Redemption of 9.00% Senior Secured Notes Due 2022 (July 16th, 2018)

SACRAMENTO, Calif., July 16, 2018 — The McClatchy Company (NYSE American: MNI) (“McClatchy” or the “Company”) today announced that it has closed its previously announced offering of $310 million aggregate principal amount of its 9.000% Senior Secured Notes due 2026 (the “2026 Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The 2026 Notes are guaranteed by certain of the Company’s subsidiaries (the “subsidiary guarantors”), and the 2026 Notes and guarantees are secured by a first-priority lien on certain of the Company’s and the subsidiary guarantors’ assets and by second-priority-liens on certain of the Company’s and the subsidiary guarantors’ other assets.

McClatchy Co – McCLATCHY ANNOUNCES PRICING OF $310 MILLION OF SENIOR SECURED NOTES DUE 2026 (July 6th, 2018)

SACRAMENTO, Calif., June 29, 2018 — The McClatchy Company (NYSE American: MNI) (“McClatchy” or the “Company”) today announced that it priced its offering of $310 million aggregate principal amount of its 9.00% Senior Secured Notes due 2026 (the “2026 Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The offering is expected to close on July 16, 2018, subject to satisfaction of customary closing conditions.

McClatchy Co – The McClatchy Company 9.000% Senior Secured Notes due 2026 Purchase Agreement (July 6th, 2018)
McClatchy Co – AMENDED AND RESTATED TERM LOAN FRAMEWORK AGREEMENT (July 2nd, 2018)

This Amended and Restated Term Loan Framework Agreement (as further amended, restated, modified or otherwise supplemented from time to time, the “Agreement”), dated as of June 26, 2018 is entered into between The McClatchy Company, a Delaware Corporation (the “Company”), and Chatham Asset Management, LLC (the “Lender”), for itself and on behalf of the beneficial owners of the Outstanding Debt Securities listed on Exhibit A hereto (“Accounts”) for whom the Lender holds contractual and investment authority (each Account, as well as the Lender if it is exchanging Outstanding Debt Securities hereunder, a “Holder”), amended and restates in its entirety the Term Loan Framework Agreement (the “Prior Agreement”), dated as of April 26, 2018 between the Company and the Lender, for itself and on behalf of the Accounts as defined in the Prior Agreement.

McClatchy Co – McClatchy Proposes To Offer $310 Million Of Senior Secured Notes Due 2026 (June 27th, 2018)

This announcement does not constitute an offer to sell or a solicitation of an offer to buy the notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This announcement does not constitute a notice of redemption for the 9.0% Notes.

McClatchy Co – McClatchy Announces Amended Framework Agreement With Chatham Asset Management, LLC (June 27th, 2018)

SACRAMENTO, Calif., June 27, 2018 /PRNewswire/ -- The McClatchy Company (NYSE American: MNI) ("McClatchy" or the "Company") today announced that it has entered into an amended and restated term loan framework agreement (the "Amended Framework Agreement") with Chatham Asset Management, LLC, amending and restating the Term Loan Framework Agreement, dated as of April 26, 2018. Pursuant to the Amended Framework Agreement and subject to the terms and conditions set forth therein, The McClatchy Company expects to enter into a new Term Loan Credit Agreement between McClatchy, the guarantors named therein and certain funds managed by Chatham Asset Management, LLC (the "Chatham Entities"), as lenders thereunder (the "Term Loan Credit Agreement"), pursuant to which the Chatham Entities will provide an approximately $157.1 million Tranche A Term Loan Facility and an approximately $193.5 million Tranche B Term Loan Facility (collectively, the "Facilities"). The Facilities plus certain premiums set

McClatchy Co – TERM LOAN FRAMEWORK AGREEMENT (May 10th, 2018)

This Term Loan Framework Agreement (as amended, restated, modified or otherwise supplemented from time to time, the “Agreement”), dated as of April 26, 2018, is entered into between The McClatchy Company, a Delaware Corporation (the “Company”), and Chatham Asset Management, LLC (the “Lender”), for itself and on behalf of the beneficial owners of the Outstanding Debt Securities listed on Exhibit A hereto (“Accounts”) for whom the Lender holds contractual and investment authority (each Account, as well as the Lender if it is exchanging Outstanding Debt Securities hereunder, a “Holder”).

McClatchy Co – THE McCLATCHY COMPANY EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN (Effective January 24, 2018) (January 29th, 2018)

The McClatchy Company (the “Company”) has established The McClatchy Company Executive Supplemental Retirement Plan (the “Plan”) for the benefit of certain executives of the Company and its Affiliates. The Plan is established effective January 24, 2018 (the “Effective Date”). The purpose of the Plan is to provide a means for executives to obtain additional retirement accumulation, thereby supporting the retention of key personnel. The Company intends that the Plan shall be treated as an unfunded plan of deferred compensation for purposes of the Internal Revenue Code of 1986, as amended (the “Code”) and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and as a plan for a select group of management and highly compensated employees for purposes of ERISA.

McClatchy Co – McCLATCHY CALLS FOR PARTIAL REDEMPTION $75,000,000 AGGREGATE PRINCIPAL AMOUNT OF 9.00% SENIOR SECURED NOTES DUE 2022 (December 26th, 2017)

SACRAMENTO, Calif., Dec. 26, 2017 – McClatchy (NYSE American-MNI) (“McClatchy”) announced today that it has called for the redemption of $75,000,000 aggregate principal amount of its outstanding 9.00% Senior Secured Notes due 2022 (the “Notes”). The Notes will be redeemed on January 25, 2018 at a redemption price equal to $1,045 per $1,000 principal amount of such Notes, together with accrued and unpaid interest to, but excluding, the redemption date. Notes that are redeemed by the Company pursuant to this partial redemption will cease to accrue interest on and after the redemption date. As of December 26, 2017, $439,630,000 aggregate principal amount of the Notes were outstanding.

McClatchy Co – McCLATCHY ANNOUNCES COMPLETION OF SACRAMENTO SALE-LEASEBACK AND KANSAS CITY BUILDING SALE McCLATCHY TO LIST SHARES ON NYSE AMERICAN McCLATCHY ANNOUNCES CONTRACT WITH RECRUITOLOGY FOR EMPLOYMENT CLASSIFIED ADVERTISING SOLUTIONS (September 7th, 2017)

SACRAMENTO, Calif., Sept. 7, 2017 — The McClatchy Company (NYSE-MNI) (“McClatchy” or the “company”) announced that in the last week it has completed the sale of The Kansas City Star’s office building and land to 1729 Grand Boulevard, LLC, a 3D Development company, and The Sacramento Bee building and surrounding land in Sacramento, California to affiliates of Shopoff Advisors L.P. Together, the two transactions resulted in gross proceeds of $56.75 million.

McClatchy Co – INTERESTS PURCHASE AGREEMENT (August 3rd, 2017)

This INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of June 17, 2017, is by and among CareerBuilder, LLC, a Delaware limited liability company (the “Company”), the Sellers named on Schedule I hereto (collectively, “Sellers” and each, a “Seller”), and AP Special Sits Camaro Holdings, LLC, a Delaware limited liability company, (“Purchaser”) (each of Purchaser and Sellers, a “Party” and collectively, the “Parties”).

McClatchy Co – McCLATCHY ANNOUNCES AGREEMENT TO SELL A MAJORITY OF ITS 15% OWNERSHIP IN CAREERBUILDER (June 20th, 2017)

SACRAMENTO, Calif., June 19, 2017 - McClatchy (NYSE: MNI) (“McClatchy” or “the company”) announced that it has entered into an agreement along with other owners TEGNA Inc., the controlling shareholder owning 53% of CareerBuilder, LLC, and Tribune Media Company to sell CareerBuilder to an investor group led by investment funds managed by affiliates of Apollo Global Management along with the Ontario Teachers’ Pension Plan Board. The transaction is expected to close in the third quarter of 2017 subject to regulatory approval and customary closing conditions.

McClatchy Co – THE McCLATCHY COMPANY 2012 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MARCH 23, 2017 RESTRICTED STOCK UNIT AGREEMENT (May 19th, 2017)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is entered into as of [_______] (the “Grant Date”), by and between THE McCLATCHY COMPANY, a Delaware corporation (the “Company”), and [_______] (the “Grantee”).

McClatchy Co – THE McCLATCHY COMPANY 2012 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MARCH 23, 2017 STOCK APPRECIATION RIGHTS AGREEMENT (May 19th, 2017)

THIS STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of [_______] (the “Grant Date”), by and between THE McCLATCHY COMPANY, a Delaware corporation (the “Company”) and [_______] (the “Grantee”).

McClatchy Co – THE McCLATCHY COMPANY 2012 OMNIBUS INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MARCH 23, 2017 RESTRICTED STOCK UNIT AGREEMENT (May 19th, 2017)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is entered into as of February 23, 2017 to be effective May 17, 2017 (the “Grant Date”), by and between THE McCLATCHY COMPANY, a Delaware corporation (the “Company”), and [_______] (the “Grantee”).

McClatchy Co – The McClatchy Company 2012 OMNIBUS INCENTIVE PLAN (AS AMENDED AND RESTATED MARCH 23, 2017) (May 17th, 2017)

The McClatchy Company sets forth herein the terms of its 2012 Omnibus Incentive Plan, as amended and restated as of March 23, 2017, as follows:

McClatchy Co – THE McCLATCHY COMPANY 2012 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (February 28th, 2017)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is entered into as of February 23, 2017 (the “Grant Date”), by and between THE McCLATCHY COMPANY, a Delaware corporation (the “Company”), and [_______] (the “Grantee”).

McClatchy Co – WAIVER AND GENERAL RELEASE AGREEMENT (February 24th, 2017)

This WAIVER AND GENERAL RELEASE AGREEMENT (the “Agreement”) is being entered into between PATRICK J. TALAMANTES (“Executive”) and THE McCLATCHY COMPANY, a Delaware corporation (the “Company”), in connection with the termination of Executive’s employment with the Company as of January 25, 2017 (the “Termination Date”). Capitalized terms used but not defined herein shall have the meaning ascribed to such term in that certain Executive Employment Agreement, dated as of May 16, 2015, by and between the Company and Executive (the “Employment Agreement”).

McClatchy Co – EXECUTIVE EMPLOYMENT AGREEMENT (January 31st, 2017)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of January 25, 2017 (the “Start Date”), by and between CRAIG I. FORMAN (the “Executive”) and THE McCLATCHY COMPANY, a Delaware corporation (the “Company”).

McClatchy Co – AMENDMENT NO. 4 TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT (January 11th, 2017)

This Amendment No. 4 (this “Amendment”) is entered into as of January 10, 2017 with reference to the Third Amended and Restated Credit Agreement dated as of December 18, 2012, among The McClatchy Company, as the Borrower, Bank of America, N.A., as Administrative Agent and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, and the other Lenders party thereto, as amended by Amendment No. 1 to Third Amended and Restated Credit Agreement and Amendment No. 1 to the Security Agreement, dated as of October 21, 2014, Amendment No. 2 to the Third Amended and Restated Credit Agreement dated as of November 17, 2015, and Amendment No. 3 to Third Amended and Restated Credit Agreement dated as of March 29, 2016 (as 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.

McClatchy Co – McCLATCHY ANNOUNCES AGREEMENTS TO SELL AND LEASE BACK REAL PROPERTY IN SACRAMENTO, CALIFORNIA AND COLUMBIA, SOUTH CAROLINA Amended Bank Credit Agreement Relaxing Requirements for Use of Proceeds from Sale-Leasebacks of Properties (January 11th, 2017)

This transaction excludes a parking garage formerly owned by The Sacramento Bee, which was sold for $5.75 million in a transaction that closed in December 2016.

McClatchy Co – STOCK AWARD deferral election agreement UNDER THE MCCLATCHY COMPANY 2012 OMNIBUS INCENTIVE PLAN Calendar Year 2016 Print Full Name Date of Birth Social Security Number (March 8th, 2016)

In accordance with the terms of The McClatchy Company 2012 Omnibus Incentive Plan and the Director Deferral Program thereunder (together, the “Plan”), I hereby make the following election with respect to any shares of Stock granted to me under the Plan as Unrestricted Stock (such award, the “2016 Stock Award”) by virtue of my 2016 Service as a nonemployee member of the Board of Directors of The McClatchy Company (the “Company”)

McClatchy Co – DIRECTOR DEFERRAL PROGRAM non-employee director Deferred Stock Unit AGREEMENT (March 8th, 2016)

THIS AGREEMENT, entered into as of September , 201[6] (the “Grant Date”), and between THE McCLATCHY COMPANY, a Delaware corporation (the “Company”) and [Director] (the “Director”),