AMENDMENT NO. 6 AND WAIVER NO. 9


AMENDMENT NO. 6 AND WAIVER ▇▇. ▇
 
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ AND WAIVER NO. 9 dated as of July 31, 2009 (this “Agreement”) between ▇▇▇▇▇▇ PUBLISHING GROUP, LLC (the “Borrower”), ▇▇▇▇▇▇ COMMUNICATIONS COMPANY, LLC (“MCC”), ▇▇▇▇▇▇ COMMUNICATIONS HOLDING COMPANY, LLC (“Holdings”), ▇▇▇▇▇▇▇ TRADING & OPERATING COMPANY (“▇▇▇▇▇▇▇”), MPG NEWSPAPER HOLDING, LLC (“MPG Holdings”), the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary Guarantors” and, together with the Borrower, MCC, Holdings, ▇▇▇▇▇▇▇ 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 ▇▇. ▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇. ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇ thereto, Waiver No. 3 thereto, Amendment No. 5 and Waiver No. 4 thereto, Waiver No. 5 thereto, Waiver No. 6 thereto, Waiver No. 7 thereto and Waiver No. 8 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.  Defined Terms.  Section 1.01 of the Credit Agreement is hereby amended by adding the following definition in the appropriate alphabetical location:
 
“Amendment No. 6 Effective Date” means the date of Amendment No. 6 and Waiver No. 9 hereto.”
 
2.03.  Reduction of Commitments.  The second sentence of Section 2.06(a) of the Credit Agreement is hereby amended to read in its entirety as follows:
 
“In addition, the Revolving Credit Commitments shall be (x) automatically ratably reduced to $100,000,000 effective on the Amendment No. 3 Effective Date, (y) further automatically ratably reduced to $70,000,000 effective on the Amendment No. 4 Effective Date and (z) further automatically ratably reduced to $60,000,000 effective on the Amendment No. 6 Effective Date.”
 
 
 
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:
 
(a)  extends, until 5:00 p.m., New York City time, on August 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 ▇▇▇▇▇▇ Finance defaulting in the payment when due of interest due on February 1, 2009 on the 2003 Senior Subordinated Notes (the “February 1 Bond Interest Payment Default”);
 
(b)  waives, until 5:00 p.m., New York City time, on August 14, 2009, any Default under clause (b) of Article VII of the Credit Agreement that consists solely of the Borrower or ▇▇▇▇▇▇ Finance defaulting in the payment when due of interest due on August 1, 2009 on the 2003 Senior Subordinated Notes (the “August 1 Bond Interest Payment Default”); and
 
(c)  waives, until 5:00 p.m., New York City time, on August 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 February 1 Bond Interest Payment Default and the August 1 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. 6 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 4.  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 Agreement and in the other Loan Documents are true and complete as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date) and (ii) immediately before and after giving effect to this Agreement, no Default or Event of Default (other than any Specified Default or any Event of Default arising therefrom) has occurred and is continuing.
 
Section 5.  Conditions Precedent.  The amendments set forth in Section 2 hereof and the waivers set forth in Section 3 hereof shall become effective as of the date hereof upon the satisfaction of the following conditions:
 
(i)           Execution.  The Administrative Agent shall have received executed counterparts of this Agreement from the Obligors and the Required Lenders.
 
(ii)           Amendment to Forbearance Agreement.  The Administrative Agent shall have received, in form and substance satisfactory to it, a duly executed and binding amendment (“Amendment No. 6 to Forbearance Agreement”) to the Forbearance Agreement dated as of February 26, 2009 among the Borrower, ▇▇▇▇▇▇ Finance, the guarantors parties thereto and holders, or investment advisors or managers of holders, of over 75% of the principal amount of the outstanding 2003 Senior Subordinated Notes (as amended by the Amendment to Forbearance Agreement dated as of April 6, 2009, Amendment No. 2 to Forbearance Agreement dated as of April 23, 2009, Amendment No. 3 to Forbearance Agreement dated as of May 28, 2009, Amendment No. 4 to Forbearance Agreement dated as of June 12, 2009, Amendment No. 5 to Forbearance Agreement dated as of July 14, 2009 and Amendment No. 6 to Forbearance Agreement, the “Amended Forbearance Agreement”).
 
(iii)           No Default.  No Default or Event of Default (other than any Specified Default or any Event of Default arising therefrom) shall have occurred and be continuing on the date hereof.
 
(iv)           Expenses.  The Borrower shall have paid in full the costs, expenses and fees as set forth in Section 9.03 of the Credit Agreement (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent).
 
Section 6.  Security Documents.  Each of the Obligors (a) confirms its obligations under the Security Documents, as applicable, (b) confirms that the obligations of the Borrower and MCC under the Credit Agreement as amended hereby are entitled to the benefits of the pledges and guarantees, as applicable, set forth in the Security Documents, (c) confirms that the obligations of the Borrower and MCC under the Credit Agreement as amended hereby constitute “Guaranteed Obligations”, “Secured Obligations” and “Obligations” (as such terms are defined in the Security Documents, as applicable) and (d) confirms that the Credit Agreement as amended hereby is the “Credit Agreement” under and for all purposes of the Security Documents.
 
Section 7.  Miscellaneous.  This Agreement shall be limited as written and nothing herein shall be deemed to constitute a waiver of any other term, provision or condition of the Credit Agreement or any other Loan Document in any other instance than as set forth herein or prejudice any right or remedy that the Administrative Agent or any Lender may have or may in the future have under the Credit Agreement or any other Loan Document.  Except as herein provided, each of the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.  Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.  This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

 
 
 
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
 
 
▇▇▇▇▇▇ PUBLISHING GROUP, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President of Finance
 
 
▇▇▇▇▇▇ COMMUNICATIONS COMPANY, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 
Title: Senior Vice President of Finance
 
 
▇▇▇▇▇▇ COMMUNICATIONS HOLDING COMPANY, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 
Title: Senior Vice President of Finance
 
▇▇▇▇▇▇▇ TRADING & OPERATING COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 
Title: Senior Vice President of Finance
 
 
MPG NEWSPAPER HOLDING, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 
Title: Senior Vice President of Finance
 
 
 
 
 
▇▇▇▇▇▇ PUBLISHING FINANCE CO.
YANKTON PRINTING COMPANY
BROADCASTER PRESS, INC.
THE SUN TIMES, LLC
▇▇▇▇▇ NEWS, LLC
LOG CABIN DEMOCRAT, LLC
ATHENS NEWSPAPERS, LLC
SOUTHEASTERN NEWSPAPERS COMPANY, LLC
▇▇▇▇▇▇▇▇ COMMUNICATIONS, INC.
FLORIDA PUBLISHING COMPANY
THE OAK RIDGER, LLC
MPG ALLEGAN PROPERTY, LLC
MPG HOLLAND PROPERTY, LLC
MCC RADIO, LLC
MCC OUTDOOR, LLC
MCC MAGAZINES, LLC
MCC EVENTS, LLC
HIPPODROME, LLC
BEST READ GUIDES FRANCHISE COMPANY, LLC
▇▇▇▇▇▇ VISITOR PUBLICATIONS, LLC
▇▇▇▇▇▇ BOOK PUBLISHING, LLC
THE ▇▇▇▇▇ PRESS, INC.
▇▇▇▇▇▇ AIR, LLC
MCC HARBOUR CONDO, LLC
MCC CUTTER COURT, LLC
▇▇▇▇▇▇ DIGITAL WORKS, LLC
MSTAR SOLUTIONS, LLC
MVP FRANCE, LLC
MVP GLOBAL, LLC
SOUTHWESTERN NEWSPAPERS COMPANY, L.P.
MCC OUTDOOR HOLDING, LLC
THE MAP GROUP, INC.
 
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 
Title: Senior Vice President of Finance
 
 
 

 
JPMORGAN CHASE BANK, N.A.,
As Administrative Agent
 
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
 
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
 
Title: Managing Director

 
 
 
 
 
LENDERS:
 
JPMORGAN CHASE BANK, N.A.,
Individually
 
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
 
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
 
Title: Managing Director
 
THE BANK OF NEW YORK MELLON,
 
 
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇      
 
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
 
Title: Managing Director
 
SUNTRUST BANK
 
 
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
 
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
 
Title: First Vice President
 
 WACHOVIA BANK, NATIONAL ASSOCIATION,
 
 
By: /s/ ▇▇▇▇ ▇▇▇▇▇
 
Name: ▇▇▇▇ ▇▇▇▇▇      
 
Title: Director
 
 
 
ALLIED IRISH BANKS, PLC
 
 
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
 
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
  Title: Senior Vice President
 
ALLIED IRISH BANKS, PLC
 
 
By: /s/ ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
 
Name: ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
  Title: Assistant Vice President
 
GENERAL ELECTRIC CAPITAL CORP.
 
 
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇   
 
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇   
 
Title: Duly Authorized Signatory
 
 US BANK NATIONAL ASSOCIATION
 
 
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
 
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇      
 
Title: Vice President
 
▇▇▇▇▇▇▇ BANK, NATIONAL ASSOCIATION,
 
 
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇   
 
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇   
 
Title: Vice President
 
 
KEYBANK NATIONAL ASSOCIATION,
 
 
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
 
Name: ▇▇▇▇▇ ▇▇▇▇▇▇   
 
Title: Vice President
 
BANK OF AMERICA, N.A.
 
 
By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇   
 
Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇      
 
Title: Senior Vice President
 
COMERICA BANK
 
 
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
 
Name: ▇▇▇▇▇ ▇. ▇▇▇▇   
 
Title: Vice President
 
AIB Debt Management, Limited
 
 
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
 
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
  Title: Senior Vice President
 
AIB Debt Management, Limited
 
 
By: /s/ ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
 
Name: ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
  Title: Assistant Vice President
 
FIRST TENNESSEE BANK N.A.
 
 
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇  
 
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇  
 
Title: Senior Vice President

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Filed: November 13th, 2009