EXHIBIT 10.4 THE McCLATCHY COMPANY FORM OF DIRECTOR OPTION AGREEMENT The McClatchy Company (the "Company"), has granted to ___________________ (the "Optionee"), an option to purchase a total of 2,500 shares of the Company's Common Stock (the "Optioned...Option Agreement • May 18th, 2001 • McClatchy Co • Newspapers: publishing or publishing & printing • California
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 25th, 2012 • McClatchy Co • Newspapers: publishing or publishing & printing • New York
Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June [●], 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”, the terms defined therein being used herein as therein defined), among The McClatchy Company, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer.
REGISTRATION RIGHTS AGREEMENT Dated as of June 26, 2009 by and among The McClatchy Company And Certain of its Subsidiaries and Lazard Capital Markets LLC, as Dealer ManagerRegistration Rights Agreement • June 30th, 2009 • McClatchy Co • Newspapers: publishing or publishing & printing • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 26, 2009, by and among The McClatchy Company, a Delaware corporation (the “Company”), certain subsidiary guarantors of the Company party hereto (the “Guarantors”) and Lazard Capital Markets LLC, as dealer manager (the “Dealer Manager”), who has agreed to act as a dealer manager pursuant to the Dealer Manager Agreement (as defined below) with respect to the Company’s offer to exchange (the “Exchange Offer”) its 15.75% Senior Notes due 2014 (the “Initial Securities”) for certain of its outstanding senior notes.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2012 • McClatchy Co • Newspapers: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT dated December 18, 2012 (the “Agreement”) is entered into by and among The McClatchy Company, a Delaware corporation (the “Company”), the Guarantors from time to time party hereto (the “Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several Initial Purchasers listed on Schedule 1 hereto (the “Initial Purchasers”).
EXHIBIT 10.2 THE McCLATCHY COMPANY 1994 STOCK OPTION PLAN FORM OF NONSTATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT, entered into as of ______________________, by and between THE MCCLATCHY COMPANY, a Delaware corporation (the "Company") and...Nonstatutory Stock Option Agreement • May 18th, 2001 • McClatchy Co • Newspapers: publishing or publishing & printing • California
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, 2018Credit Agreement • August 9th, 2018 • McClatchy Co • Newspapers: publishing or publishing & printing • California
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”).
WITNESSETH:Registration Rights Agreement • March 13th, 1998 • Mni Newco Inc • Newspapers: publishing or publishing & printing • Delaware
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, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Syndication Agent...Credit Agreement • December 20th, 2012 • McClatchy Co • Newspapers: publishing or publishing & printing • New York
Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of December 18, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”, the terms defined therein being used herein as therein defined), among The McClatchy Company, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer.
THE MCCLATCHY COMPANY as Issuer THE SUBSIDIARY GUARANTORS PARTIES HERETO 11.50% Senior Secured Notes due 2017 INDENTURE Dated as of February 11, 2010 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee and as Collateral AgentIndenture • February 17th, 2010 • McClatchy Co • Newspapers: publishing or publishing & printing • New York
INDENTURE, dated as of February 11, 2010 (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 collateral agent (in such capacity, the “Collateral Agent”).
THE McCLATCHY COMPANY INDEMNIFICATION AGREEMENT Amended and Restated as of ________, 2005Indemnification Agreement • May 23rd, 2005 • McClatchy Co • Newspapers: publishing or publishing & printing • Delaware
This Indemnification Agreement ("Agreement") is effective as of ____________________, by and between The McClatchy Company, a Delaware corporation (the "Company"), and ________________ ("Indemnitee").
STOCK AND ASSET PURCHASE AGREEMENT by and between THE MCCLATCHY COMPANY and WILKES-BARRE PUBLISHING COMPANY, INC. Dated June 26, 2006Stock and Asset Purchase Agreement • June 28th, 2006 • McClatchy Co • Newspapers: publishing or publishing & printing • Delaware
THIS STOCK AND ASSET PURCHASE AGREEMENT (“Agreement”) is made as of June 26, 2006, by and between Wilkes-Barre Publishing Company, Inc., a Delaware corporation (“Buyer”), and The McClatchy Company, a Delaware corporation (“Seller,” provided that following the Effective Time (as defined below), “Seller” shall mean the surviving corporation in the Merger (as defined below)) and solely for the purposes of Sections 6.3(b) and 11.13, HM Capital Partners, LLC, a Texas limited liability company (“HM Capital”).
FORM OF ELECTION Each Stockholder may make an election under the Amended and Restated Agreement and Plan of Merger and Reorganization dated as of February 13, 1998 (the "Reorganization Agreement"), with respect to shares of common stock ("Cowles...Mni Newco Inc • February 18th, 1998
UNIT PURCHASE AGREEMENT dated as of August 5, 2014 by and among GANNETT CO., INC., CLASSIFIED VENTURES, LLC, and THE UNITHOLDERS OF CLASSIFIED VENTURES, LLC PARTY HERETOUnit Purchase Agreement • August 6th, 2014 • McClatchy Co • Newspapers: publishing or publishing & printing • Delaware
This UNIT PURCHASE AGREEMENT, dated as of August 5, 2014 (this “Agreement”), is hereby entered into by and among Gannett Co., Inc., a Delaware corporation (“Purchaser”), Classified Ventures, LLC, a Delaware limited liability company (the “Company”), the undersigned Seller Subsidiaries (as defined below) and the applicable undersigned parent of each Seller Subsidiary (individually a “Seller” and collectively the “Sellers”).
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 AgentIndenture • December 18th, 2018 • McClatchy Co • Newspapers: publishing or publishing & printing • New York
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”).
The McClatchy Company Purchase AgreementMcClatchy Co • July 6th, 2018 • Newspapers: publishing or publishing & printing • New York
The McClatchy Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $310,000,000 aggregate principal amount of its 9.000% Senior Secured Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of July 16, 2018 (the “Indenture”) among the Company, the guarantors from time to time party thereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”), and will be guaranteed on a senior secured basis, jointly and severally, by each of the Guarantors listed on Schedule 2 hereto (the “Guarantees”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 11, 2010 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...Credit Agreement • February 17th, 2010 • McClatchy Co • Newspapers: publishing or publishing & printing • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of February 11, 2010, among THE MCCLATCHY COMPANY, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers.
FTI Logo]McClatchy Co • June 30th, 2020 • Newspapers: publishing or publishing & printing • New York
The purpose of this letter is to confirm the understanding and agreement (the “Agreement”) between The McClatchy Company (the “Client” or “Company”) and FTI Consulting, Inc. (“FTI”) concerning the Client’s engagement of FTI to provide certain temporary employees to the Client as described in Exhibit B (the “Services”). This Agreement is effective on [Date] (the “Effective Date”). The FTI Standard Terms and Conditions attached hereto as Exhibit “A” are also incorporated herein and forms part of this Agreement.
THE McCLATCHY COMPANYRestricted Stock Unit Agreement • May 19th, 2017 • McClatchy Co • Newspapers: publishing or publishing & printing • Delaware
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”).
THE MCCLATCHY COMPANY Purchase AgreementPurchase Agreement • March 6th, 2013 • McClatchy Co • Newspapers: publishing or publishing & printing • New York
The McClatchy Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $910,000,000 aggregate principal amount of its 9.000% Senior Secured Notes due 2022 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of December 18, 2012 (the “Indenture”) among the Company, the guarantors from time to time party thereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and will be guaranteed on a senior secured basis, jointly and severally, by each of the Guarantors listed on Schedule 2 hereto (the “Guarantees”).
EXECUTIVE retention agreementExecutive Retention Agreement • September 30th, 2020 • McClatchy Co • Newspapers: publishing or publishing & printing • California
THIS EXECUTIVE RETENTION AGREEMENT (this “Agreement”) is entered into effective as of May 24, 2019 (the “Effective Date”), by and between Scott Manuel (the “Executive”) and THE McCLATCHY COMPANY, a Delaware corporation (the “Company”).
INTERESTS PURCHASE AGREEMENTInterests Purchase Agreement • August 3rd, 2017 • McClatchy Co • Newspapers: publishing or publishing & printing • Delaware
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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 6th, 2015 • McClatchy Co • Newspapers: publishing or publishing & printing • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of May 16, 2012 (the “Start Date”) by and between PATRICK J. TALAMANTES (the “Executive”) and THE McCLATCHY COMPANY, a Delaware corporation (the “Company”),
PURCHASE AGREEMENT (9.00% SENIOR SECURED NOTES DUE 2022 AND 5.75% nOTES DUE 2017)Purchase Agreement • March 13th, 2015 • McClatchy Co • Newspapers: publishing or publishing & printing
Omega Charitable Partners (including any other persons or entities selling Notes (defined below) hereunder for whom the undersigned Holder holds contractual, investment and selling authority, the “Holder”) enters into this Purchase Agreement (the “Agreement”) with The McClatchy Company, a Delaware corporation (the “Company”) on November 5, 2014, whereby the Company will purchase and the Holder will sell (the “Sale”) the Company’s 9.00% Senior Secured Notes due 2022 (the “9% Notes”) and the Company’s 5.75% Notes due 2017 (the “5.75% Notes” and together with the 9% Notes, the “Notes”).
AMENDED AND RESTATED TERM LOAN FRAMEWORK AGREEMENTTerm Loan Framework Agreement • July 2nd, 2018 • McClatchy Co • Newspapers: publishing or publishing & printing
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.
STOCK PURCHASE AGREEMENT among ALASKA DISPATCH PUBLISHING, LLC, an Alaska limited liability company, MCCLATCHY NEWSPAPERS, INC., a Delaware corporation, and THE McCLATCHY COMPANY, a Delaware corporationStock Purchase Agreement • April 8th, 2014 • McClatchy Co • Newspapers: publishing or publishing & printing • Delaware
This Stock Purchase Agreement (“Agreement”) is made as of April 8, 2014, by and among ALASKA DISPATCH PUBLISHING, LLC, an Alaska limited liability company (“Buyer”), McCLATCHY NEWSPAPERS, INC., a Delaware corporation (“Seller”), and THE McCLATCHY COMPANY, a Delaware corporation and sole shareholder of Seller (“McClatchy”).
COMMITMENT REDUCTION AND AMENDMENT AND RESTATEMENT AGREEMENTRestatement Agreement • June 25th, 2012 • McClatchy Co • Newspapers: publishing or publishing & printing • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 22, 2012, among THE MCCLATCHY COMPANY, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers.
CONSULTING AGREEMENTConsulting Agreement • July 2nd, 2015 • McClatchy Co • Newspapers: publishing or publishing & printing • California
Consulting Fee: In exchange for the performance of the Consulting Services during the Term at the Company’s request, the Company shall pay (or cause to be paid) to Consultant (i) $5,000 per month of the Term during the 2015 calendar year and (ii) $2,500 per month of the Term during the 2016 calendar year.
AMENDMENT NO. 1 TO EXecutive Employment AgreementEmployment Agreement • January 25th, 2019 • McClatchy Co • Newspapers: publishing or publishing & printing
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”).
Pension Transition Services Agreement Between The McClatchy Company Retirement Plan, The McClatchy Company, And SIJ, LLCTransition Services Agreement • September 10th, 2020 • McClatchy Co • Newspapers: publishing or publishing & printing
WHEREAS, the Pension and Savings Plans Committee of The McClatchy Company and The McClatchy Company Retirement Committee (collectively, the “Committees”) are authorized to act for the Plan;
Contract2004 Stock Incentive Plan • December 18th, 2009 • McClatchy Co • Newspapers: publishing or publishing & printing • California
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • May 21st, 2009 • McClatchy Co • Newspapers: publishing or publishing & printing • New York
This Amendment No. 5 to Credit Agreement dated as of May 20, 2009 (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, that certain Amendment No. 2 to Credit Agreement dated as of July 19, 2007, that certain Amendment No. 3 to Credit Agreement dated as of March 28, 2008, and that certain No. 4 to Credit Agreement dated as of September 26, 2008, 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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2004 • McClatchy Co • Newspapers: publishing or publishing & printing • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated October 20, 2003, hereby amends and restates in its entirety that certain Employment Agreement, entered into as of the June 1,1996, as amended, (the “Original Employment Agreement”) by and between GARY PRUITT (the “Employee”) and THE McCLATCHY COMPANY, a Delaware corporation (the “Company”),
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 20th, 2010 • McClatchy Co • Newspapers: publishing or publishing & printing • New York
This Amendment No. 1 (this “Amendment”) is entered into as of December 17, 2010 with reference to the Amended and Restated Credit Agreement dated as of February 11, 2010, 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 in this Amendment and not otherwise defined herein are used with the meanings set forth for those terms in the Credit Agreement.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • August 5th, 2009 • McClatchy Co • Newspapers: publishing or publishing & printing • California
This Separation Agreement and Release ("the Agreement") is made by and between The McClatchy Company, its predecessors, successors, all former, current and future related companies, divisions, subsidiaries, affiliates and parents, including but not limited to, McClatchy Newspapers, Inc., and collectively, its former, current and future directors, officers, employees, agents, representatives, attorneys, fiduciaries, assignees, heirs, executors, administrators, beneficiaries and trustees (collectively referred to as the "Company"); and Lynn Dickerson, an individual, on behalf of herself, her agents, representatives, attorneys, assignees, heirs, executors, administrators, beneficiaries and trustees (collectively referred to as "Dickerson").
THE MCCLATCHY COMPANY, THE GUARANTORS AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE Indenture Dated as of June 26, 2009 15.75% Senior Notes due 2014Indenture • June 30th, 2009 • McClatchy Co • Newspapers: publishing or publishing & printing • New York
INDENTURE, dated as of June 26, 2009, among THE MCCLATCHY COMPANY, a Delaware corporation, as Issuer (the “Company”), the GUARANTORS (as hereinafter defined), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
