WAIVER NO. 7
WAIVER NO. 7
dated as of June 12, 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, Amendment No. 5 and Waiver No. 4
thereto, Waiver No. 5 thereto and Waiver No. 6 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 July 14, 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, until 5:00 p.m., New
York City time, on July 14, 2009, any Default that consists solely
of the Cash Flow Ratio exceeding the applicable amount permitted
under Section 6.06(a) of the Credit Agreement (together with the
Bond Interest Payment Default, the “ Specified
Defaults ”); provided 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. 3 to Forbearance
Agreement referenced below) without the consent of the Required
Lenders;
(iii) the
occurrence or continuance of any Default other than a 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 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
Event of Default shall then be continuing.
Section
3. Representations and Warranties
. Each of the Obligors 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 Agreem