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AMENDMENT NO. 5 AND WAIVER NO. 4

Waiver Agreement

AMENDMENT NO. 5 AND WAIVER NO. 4 | Document Parties: MORRIS COMMUNICATIONS HOLDING COMPANY, LLC | JPMORGAN CHASE BANK, N.A | SHIVERS TRADING & OPERATING COMPANY | MORRIS PUBLISHING GROUP, LLC You are currently viewing:
This Waiver Agreement involves

MORRIS COMMUNICATIONS HOLDING COMPANY, LLC | JPMORGAN CHASE BANK, N.A | SHIVERS TRADING & OPERATING COMPANY | MORRIS PUBLISHING GROUP, LLC

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Title: AMENDMENT NO. 5 AND WAIVER NO. 4
Governing Law: New York     Date: 8/12/2009

AMENDMENT NO. 5 AND WAIVER NO. 4, Parties: morris communications holding company  llc , jpmorgan chase bank  n.a , shivers trading & operating company , morris publishing group  llc
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AMENDMENT NO. 5 AND WAIVER NO. 4

 

AMENDMENT NO. 5 AND WAIVER NO. 4 dated as of April 6, 2009 (this “ Agreement ”) between MORRIS PUBLISHING GROUP, LLC (the “ Borrower ”), MORRIS COMMUNICATIONS COMPANY, LLC (“ MCC ”), MORRIS COMMUNICATIONS HOLDING COMPANY, LLC (“ Holdings ”), SHIVERS TRADING & OPERATING COMPANY (“ Shivers ”), MPG NEWSPAPER HOLDING, LLC (“ MPG Holdings ”), the SUBSIDIARY GUARANTORS party hereto (the “ Subsidiary Guarantors ” and, together with the Borrower, MCC, Holdings, Shivers and MPG Holdings, the “ Obligors ”), the Lenders executing this Agreement on the signature pages hereto 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, Amendment No. 2 and Waiver thereto, Amendment No. 3 thereto, Amendment No. 4 and Waiver No. 2 thereto and Waiver No. 3 thereto and as otherwise modified and supplemented and in effect immediately prior to the effectiveness of this Agreement, the “ Credit Agreement ”).  The parties hereto wish now to amend the Credit Agreement in certain respects, and the Lenders executing this Agreement on the signature pages hereto wish now to waive a certain Default under the Credit Agreement, subject to the terms and provisions of this Agreement, 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.   Amendment .  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 and the other Loan Documents.

 

2.02.   Mandatory Transaction .  Section 6.01(d) of the Credit Agreement is hereby amended to read in its entirety as follows:

 

“(d) [Intentionally Deleted].

 

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 Lenders, hereby extends, until 5:00 p.m., New York City time, on April 24, 2009, the waiver set forth in Section 3(a) of Amendment No. 4 and Waiver No. 2 to the Credit Agreement of any Default under clause (b) of Article VII of the Credit Agreement that consists solely of the Borrower or Morris Finance defaulting in the payment when due of interest due on February 1, 2009 on the 2003 Senior Subordinated Notes (the “ Specified Default ”); provided that such waiver shall expire upon:

 

(i)           the termination or expiry of the Amended Forbearance Agreement referenced below or the occurrence of any “Forbearance Termination Event” thereunder (as such term is defined therein);

 


 

 

(ii)           any amendment, waiver, supplementation or modification of the Amended Forbearance Agreement (other than the Amendment to Forbearance Agreement referenced below) without the consent of the Required Lenders;

 

(iii)           the occurrence of any Default other than the Specified Default;

 

(iv)           the failure of any representation or warranty made in this Agreement to be true and correct as of the date when made; or

 

(v)           the failure by any Obligor to comply with any term, condition, covenant or agreement contained in this Agreement.

 

Upon the expiry of the foregoing waiver as provided above, the Administrative Agent and each Lender shall be entitled to exercise any and all rights and remedies under the Loan Documents in respect of any Event of Default covered by such waiver to the extent such Event of Default shall then be continuing.

 

Section 4.   Representations and Warranties .  Each of the Oblig


 
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