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EXECUTION COPY
AMENDMENT NO. 2 AND WAIVER
AMENDMENT NO. 2 AND WAIVER dated as of November 28, 2007
(this “ Agreement ”) between MORRIS
PUBLISHING GROUP, LLC (the “ Borrower
”), MORRIS COMMUNICATIONS COMPANY, LLC
(“ MCC ”), the SUBSIDIARY
GUARANTORS party hereto (the “ Subsidiary
Guarantors ”), MORRIS COMMUNICATIONS HOLDING
COMPANY, LLC (“ Holdings ”) and
JPMORGAN CHASE BANK, N.A. , as administrative
agent for the lenders party to the Credit Agreement referenced
below (in such capacity, together with its successors in such
capacity, the “ Administrative Agent
”).
The
Borrower, MCC, the lenders party thereto and the
Administrative Agent are parties to a Credit Agreement dated
as of December 14, 2005 (as amended by Amendment No. 1 thereto
and as otherwise modified and supplemented and in effect
immediately prior to the effectiveness of this Agreement, the
“ Credit Agreement ”). The
Borrower, MCC, the Subsidiary Guarantors, Holdings and the
Administrative Agent (pursuant to authority granted by and
having obtained all necessary consents of the Required Lenders
party to the Credit Agreement) wish now to amend and waive the
Credit Agreement in certain respects, and, accordingly, the
parties hereto hereby agree as follows:
Section 1. Definitions
. Except as otherwise defined in this Agreement, terms
defined in the Credit Agreement are used herein as defined
therein.
Section 2. Amendments to Credit
Agreement . Subject to the satisfaction of
the conditions precedent specified in Section 5 hereof, but
effective as of the date hereof, the Credit Agreement shall be
amended as follows:
2.01. References
Generally . References in the Credit
Agreement (including references to the Credit Agreement as amended
hereby) to “this Agreement” (and indirect references
such as “hereunder”, “hereby”,
“herein” and “hereof”) shall be deemed to
be references to the Credit Agreement as amended
hereby. This Agreement is a Loan Document for all
purposes of the Credit Agreement.
2.02. Defined Terms
. The definition of “Fixed Charge Coverage
Ratio” in Section 1.01 of the Credit Agreement is hereby
amended by replacing the parenthetical “(excluding, however,
taxes attributable to Unrestricted Subsidiaries to the extent paid
by such Unrestricted Subsidiaries)” in subclause (iv) therein
with “(excluding, however, taxes attributable to (1) the
Proposed Disposition (as defined in the Amendment No. 2 and Waiver
hereto) to the extent proceeds with respect to such Proposed
Disposition are not included in Cash Flow and (2) Unrestricted
Subsidiaries to the extent paid by such Unrestricted
Subsidiaries)”.
Section 3. Waiver
. Subject to the satisfaction of the conditions
precedent specified in Section 5 hereof, but effective as of the
date hereof, the Administrative Agent, on behalf of the Required
Lenders, hereby waives compliance by MCC with Section 6.01(b) of
the Credit Agreement solely to the extent required to permit the
Borrower to consummate the sale of various newspapers and other
publications as described in Annex A hereto (collectively, the
“ Proposed Disposition ”), provided that
(i) no Default or Event of Default shall have occurred and be
continuing immediately prior to and after giving effect to the
Proposed Disposition, (ii) the consideration received by the
Borrower in respect of the Proposed Disposition shall be an amount
at least equal to the fair market value of the Property related
thereto (as reasonably determined in good faith by the Borrower),
(iii) 100% of the consideration received by the Borrower in respect
of the Proposed Disposition shall be cash, provided that up
to $10,000,000 of such consideration may
be received in the form of a one-year promissory note bearing
interest at 8% per annum, (iv) the Proposed Disposition is
consummated on or before January 31, 2008 and (v) the Net Proceeds
in respect of the Proposed Disposition shall be received by the
Borrower contemporaneously with the consummation
thereof (or, with respect to any Net Proceeds to be received under
a promissory note, on the date of receipt thereof) and shall be
promptly (and in any event within five Business Days after receipt
thereof) applied to prepay the Loans and/or reduce the Commitments
in the manner set forth in Section 2.08(b)(iv) of the Credit
Agreement, and, in connection therewith, the Borrower shall deliver
a certificate as contemplated by Section 2.08(b)(i) of the Credit
Agreement and shall otherwise comply with Section 2.08(c) of the
Credit Agreement with respect to the Proposed
Disposition.
Section 4. Representations and
Warranties . Each of the Borrower, MCC,
Holdings and the Subsidiary Guarantors represents and warrants to
the Lenders and the Administrative Agent, as to itself and each of
its subsidiaries, that (i) the representations and warranties
set forth in Article III of the Credit Agreement and in the
other Loan Documents are true and complete as if made on
and
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