DELAWARE
(State
or other jurisdiction of
incorporation
or organization)
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1-9824
(Commission
File
Number)
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52-2080478
(I.R.S.
Employer
Identification
No.)
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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))
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Item
1.01 Entries Into a Material Definitive Agreement.
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On
March 28, 2008, 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 Agreement") 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").
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Pursuant
to the Amendment, the consolidated total leverage ratio covenant in the
Credit Agreement was amended to extend the existing ratio requirement of
5.00 to 1.00 through the quarter ended September 2009 and subsequently
step-down the total leverage covenant levels over the remaining term of
the Credit Agreement. In addition, the consolidated total
interest coverage ratio covenant in the Credit Agreement was amended to
maintain the existing 2.75 to 1:00 ratio requirement for the remaining
term of the Credit Agreement. A restricted payments
basket of $250 million was created for certain transactions as long as the
Company’s consolidated total leverage ratio is equal to or greater than
4:00 to 1:00. Pursuant to the Amendment the Company’s interest
rates have been increased 25 to 50 basis points based on its total
leverage ratio whenever the ratio is greater than 4:00 to 1:00. Additional
details are included in the Amendment.
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Except
as provided in the Amendment and prior amendments, 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 and 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.
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Item 9.01 Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit No.
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Description
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10.1
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Amendment
No. 3 to Credit Agreement dated as of March 28, 2008 by and between The
McClatchy Company and Bank of America, N.A., as Administrative
Agent.
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March
31, 2008
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The
McClatchy Company
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/s/
Patrick J. Talamantes
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Patrick
J. Talamantes
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Vice
President and Chief Financial
Officer
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Exhibit No.
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Description
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10.1
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Amendment
No. 3 to Credit Agreement dated as of March 28, 2008 by and between The
McClatchy Company and Bank of America, N.A., as Administrative
Agent.
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