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