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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2007 The McClatchy Company (Exact name of registrant as specified in its charter) DELAWARE 1-9824 52-2080478
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
2100 Q Street
Sacramento, CA 95816
Registrant's telephone number, including area code: (916) 321-1846
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (l7 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (l7 CFR 240-14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (l7 CFR 240.13e-4(c)) |
Item 1.01 Entries Into a Material Definitive Agreement. |
On March 28, 2007, The McClatchy Company, a Delaware corporation ("McClatchy" or the "Company") entered into an agreement with Bank of America, N.A., as Administrative Agent, to amend the Credit Agreement dated June 27, 2006 (the "Credit Amendment") by and among McClatchy and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent and other lenders thereto (the "Amendment"). |
Pursuant to the Amendment, the covenant related to the consolidated total leverage ratio in the Credit Agreement was amended to extend by one year the remaining applicable time periods for each range of consolidated total leverage ratios that must be maintained by the Company under the Credit Agreement. In addition, pursuant to the Amendment, the Company can require under certain circumstances and at its own expense and effort, a lender under the Credit Agreement who does not consent to certain changes to the Credit Agreement and other related documents, to assign its interests, rights and obligations under the Credit Agreement and other related documents to an assignee. |
Except as provided in the Amendment, all other provisions of the Credit Agreement remain in full force and effect. The foregoing description of the Amendment does not purport to be complete is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. |
Item 9.01 Financial Statements and Exhibits. |
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(d) Exhibits. |
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Exhibit No. |
Description |
10.1 |
Amendment No. 1 to Credit Agreement dated as of March 28, 2007 by and between The McClatchy Company and Bank of America, N.A., as Administrative Agent. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
April 2, 2007 |
The McClatchy Company |
/s/ Patrick J. Talamantes |
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Patrick J. Talamantes |
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Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description |
10.1 |
Amendment No. 1 to Credit Agreement dated as of March 28, 2007 by and between The McClatchy Company and Bank of America, N.A., as Administrative Agent. |
Exhibit 10.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment No. 1 to Credit Agreement dated as of March 28, 2007 (this "Amendment") is entered into with reference to the Credit Agreement dated as of June 27, 2006, 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.
"Consolidated Total Leverage Ratio. The Borrower shall not permit the Consolidated Total Leverage Ratio as of the last day of any fiscal quarter of the Borrower to be greater than 5.50 to 1.00 from the Closing Date through September 24, 2006; 4.75 to 1.00 from December 31, 2006 through September 28, 2008; 4.25 to 1.00 from December 28, 2008 to September 27, 2009; and 4.00 to 1.00 from and after December 27, 2009."
10.13 Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) a Lender (a "Non-Consenting Lender") does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the required Lenders as provided in Section 10.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), (iv) any Lender is a Defaulting Lender or (v) any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restr ictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee shall be reasonably acceptable to Borrower and may be another Lender, if such other Lender accepts such assignment), provided that:
IN WITNESS WHEREOF, the Borrower and the Administrative Agent have executed this Amendment as of the date first written above by their duly authorized representatives.
THE McCLATCHY COMPANY
By: /s/ Patrick J. Talamantes
BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Ken Puro
Exhibit A
[Exhibit A to Amendment]
CONSENT OF LENDER
This Consent of Lender is delivered by the undersigned Lender to Bank of America, N.A., as Administrative Agent, with reference to the Credit Agreement dated as of June 27, 2006 (the "Credit Agreement"), 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 herein are used with the meanings set forth for those terms in the Credit Agreement.
The undersigned is a party to the Credit Agreement and hereby consents to the execution and delivery of the proposed Amendment No. 1 to Credit Agreement by the Administrative Agent on behalf of the Lenders party to the Credit Agreement, substantially in the form of the draft presented to the undersigned.
[Name of Lender]
By:
Title: