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WAIVER NO. 5

Waiver Agreement

WAIVER NO. 5 | Document Parties: MORRIS PUBLISHING GROUP, LLC | MORRIS COMMUNICATIONS HOLDING COMPANY, LLC | MORRIS COMMUNICATIONS COMPANY, LLC | SHIVERS TRADING & OPERATING COMPANY You are currently viewing:
This Waiver Agreement involves

MORRIS PUBLISHING GROUP, LLC | MORRIS COMMUNICATIONS HOLDING COMPANY, LLC | MORRIS COMMUNICATIONS COMPANY, LLC | SHIVERS TRADING & OPERATING COMPANY

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

WAIVER NO. 5, Parties: morris publishing group  llc , morris communications holding company  llc , morris communications company  llc , shivers trading & operating company
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WAIVER NO. 5

 

WAIVER NO. 5 dated as of April 22, 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, Waiver No. 3 thereto and Amendment No. 5 and Waiver No. 4 thereto and as otherwise modified and supplemented and in effect immediately prior to the effectiveness of this Agreement, the “ Credit Agreement ”).  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.   Waiver .  Subject to the satisfaction of the conditions precedent specified in Section 4 hereof, but effective as of the date hereof, the Administrative Agent, on behalf of the Lenders, hereby:

 

(a)           extends, until 5:00 p.m., New York City time, on May 28, 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 “ Bond Interest Payment Default ”); and

 

(b)           waives any Default that consists solely of MCC and the Borrower defaulting in the performance of their obligation under Section 5.01(b) of the Credit Agreement to deliver audited financial statements, together with the opinion thereon of independent certified public accountants as required therein, with respect to the fiscal year of MCC ending December 31, 2008 within 106 days of the end of such fiscal year (the “ Audited Financial Default ” and, together with the Bond Interest Payment Default, the “ Specified Defaults ”), provided that such audited financial statements and opinion are delivered prior to 5:00 p.m., New York City time, on April 24, 2009 (it being understood that such waiver shall expire at such time if such audited financial statements and opinion have not been delivered to the Lenders prior to such time);

 

 


 


 

p rovided that such waivers 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 Amendment No. 2 to Forbearance Agreement referenced below) without the consent of the Required Lenders;

 

(iii)           the occurrence or continuance of any Default (including the Audited Financial Default) other than (x) the Bond Interest Payment Default or (y) at any time prior to 5:00 p.m., New York City time, on April 24, 2009, the Audited Financial 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 any of the foregoing waivers 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 Eve


 
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